Common use of Acceleration Clause in Contracts

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 Sections 7.7 or 7.7 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Company and in Loan Documents. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 Sections 7.7 or 7.7 7.8 with respect to any Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each Borrower the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waiveswaive, and (yb) upon notice to the Company Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. . (ii) If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the obligations An Acceleration Event shall occur under this Note under each of the Lenders following two circumstances. (i) An Acceleration Event shall occur on the first date during the continuance of an Event of Default on which the sum of all payments of interest and principal made by the Maker under this Note is less than the interest that would have accrued under the Note through such date had the Note been a balloon note with no required payments until the date of maturity. Such an Acceleration Event shall be referred to make Loans hereunder and as a Payment Acceleration Event. (ii) An Acceleration Event shall also occur on the obligation and power date on which the Creditor delivers a notice to Maker that Creditor believes, in good faith, that at such time the prospect of Creditor receiving full payment when due of all amounts owing under this Note is impaired. Such an Acceleration Event shall be referred to as an Impairment Acceleration Event. After the occurrence of an Acceleration Event, all of the Issuers indebtedness evidenced by this Note and all other obligations then owing by Maker to issue Letters of Credit the Creditor shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on unless Maker cures the part Acceleration Event in the time and manner provided below. The Maker may cure a Payment Acceleration Event by paying all amounts of interest and principal due as of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to Payment Acceleration Event within one hundred eighty days (180) days after the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess date of the amount Payment Acceleration Event. The Maker may cure an Impairment Acceleration Event within one hundred eighty days (180) days after the Impairment Acceleration Event by making such payments, posting such additional security or collateral, or taking similar actions, so that the Creditor delivers a notice to Maker that Creditor no longer believes, in good faith, that the prospect of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear Creditor receiving full payment when due of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)amounts owing under this Note is impaired. If any other Default occursa voluntary or involuntary case in bankruptcy, the Administrative Agent may with the consentreceivership, or insolvency is at any time begun by or against Maker (except an involuntary bankruptcy petition that is dismissed within sixty days of its filing), then all such indebtedness shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any a Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, to the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, of the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuing Bank or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs with respect to a Borrower, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, direction of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Banks to issue Letters of CreditCredit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each such Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowerssuch Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerCredit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over minus (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon whereupon, in the case of a termination, the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and waives and/or (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will, will forthwith upon such demand and without any further notice or act, act pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable Facility LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerCredit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of (x) the amount of Letter of Credit the LC Obligations of such Borrower at such time over minus (y) the amount on deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If Without prejudice to the provisions of Section 4.2, if any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xi) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will, will forthwith upon such demand and without any further notice or act, act pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable Facility LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower and in any Subsidiary Guarantor under the Loan Documents. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 (f) or 7.7 (g) of Article VII occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of the LC Exposure with respect to such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuers to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 (f) or 7.7 (g) of Article VII with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Secured Obligations (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) While an Event of Default is continuing, the Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations in respect of Facility LCs and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be paid to the Administrative Agent or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower under the Loan Documents and in to exercise all other rights and remedies available under applicable law. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any Borrower10.10 hereof occurs, the obligations obligation of the Lenders to make Loans hereunder Advances and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without payable. If any other Event of Default described in Article X hereof occurs, such obligation to make Advances and to issue Facility Letters of Credit shall be terminated and at the election or action on the part of the Administrative AgentRequired Lenders, any Lender or any Issuer the Obligations may be declared to be due and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay payable. In addition to the Administrative Agent foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in immediately available fundsthe Letter of Credit Collateral Account, which funds shall be held invested by the Administrative Agent from time to time in its discretion in certificates of deposit of JPMCB having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or other amounts due with respect thereto. Such funds, if any, remaining in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear following the payment of all rights and claims of third parties and has not been applied against the Obligations (such differencein full shall, the “Collateral Shortfall Amount”). If any other Default occurs, unless the Administrative Agent may with the consentis otherwise directed by a court of competent jurisdiction, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice promptly paid over to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, Guarantor or any of Borrower’s Subsidiaries, the obligations commitments of the Lenders to make Loans hereunder make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the Issuers LC Issuer to issue Letters of Credit hereunder shall automatically terminate and the Obligations (including, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the LC Issuer or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, then upon the declaration of the Required Lenders or the Administrative Agent may with the consent, or shall at the request, direction of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the LC Issuer to issue Letters of Credit, or declare Credit under this Agreement shall terminate and the Obligations (including, without limitation, the obligation to be deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable. In either event, or both, whereupon the Obligations shall become immediately due and payable, payable without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and to participate in Letters of Credit and the obligation and power of the LC Issuer to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to Borrower, Guarantor or any of Borrower’s Subsidiaries) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If In case of occurrence of Event of Failure to perform and at any Default described in Section 7.6 or 7.7 occurs with respect time after occurrence of any Event of Failure to any perform which continues: (a) The Credit Agent, upon having received the Decision of the Majority of Creditors, is obliged send the notification to the Borrower, the obligations in which he: (i) will express refusal of the Lenders Creditors to make Loans hereunder and grant money funds within the Cumulative Limit of Crediting (including the Amount subject to be rendered by the Creditors if they avail such Amount at the corresponding moment of time) then the obligation and power of Creditors for rendering of the Issuers Credit to issue Letters the Borrower ceases; and (or) (ii) will state the requirement of Creditors to the Borrower about immediate early repayment of the Outstanding Credit shall automatically terminate or its any part, including the added interest, commission fees and any other amounts due to the Obligations shall immediately become due Parties of Financing under the Financial Documents; and payable without any election or action (or) (iii) will notify the Borrower of the fact that the Creditors are informed on the part Event of Failure to Perform and reserve the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment immediate early repayment from the Borrower of all the Outstanding Credit or its any part, including the added interest, commission fees and any other amounts payable due to the Parties of Financing under this Agreementthe Financial Documents; and (or) (iv) will notify the Borrower that Creditors reserve the right to levy execution upon the property which is a subject of pledge under the Security Agreements, make demand or to claim based on the Borrowers Independent Warranties. (b) The Creditors levy execution on the subject of pledge as per the procedure stipulated in the corresponding Security Agreement. The property received by the Creditors in result of execution levied on the subject of pledge under the Agreements on Security shall come into the participatory share property of the Creditors in the amount corresponding to paytheir Proportional Shares. (c) The money funds received by the Creditors in result of execution levied on the property being a subject of pledge under Agreements on Security and (or) its subsequent sale in compliance with section (b) above, and each applicable Borrower will, forthwith upon such demand remained after reimbursement of the Creditors and without any further notice or act, pay to the Administrative Credit Agent in immediately available funds the Collateral Shortfall Amount expenditures for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) execution and before any judgment or decree for the payment of the Obligations due other obligatory payments shall have been obtained be charged into the Account of the Credit Agent and then shall be distributed by the Credit Agent between the Creditors according to their Proportional Shares. For the purposes of the present Article 21.18 it shall be considered that the event of Failure to perform shall continue as from the time of occurrence of such event till the moment of obtaining by the Borrower of the notification from the Credit Agent in respect of that the Majority of Creditors agree not to exercise their rights stipulated in the present Article 21.18 with reference of occurrence of such event or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationcircumstance.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower and in any Guarantor under the Loan Documents. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate terminate, and the Obligations (including the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender either LC Issuer or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs and is continuing, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon such obligations of the Lenders and such obligation and power of the LC Issuers shall be terminated or suspended and/or the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and . (yii) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerLoan Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over minus (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occursshall be continuing, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon whereupon, in the case of a termination, the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and waives and/or (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been paid in full in cash (or, with respect to any Reimbursement Obligations, the Facility LCs have been returned and cancelled or back-stopped to the Agent’s reasonable satisfaction) and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any BorrowerLoan Party) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any Borrower10.10 hereof occurs, the obligations obligation of the Lenders to make Loans hereunder Advances and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without payable. If any other Event of Default described in Article X hereof occurs, such obligation to make Advances and to issue Facility Letters of Credit shall be terminated and at the election or action on the part of the Administrative AgentRequired Lenders, any Lender or any Issuer the Obligations may be declared to be due and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay payable. In addition to the Administrative Agent foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in immediately available fundsthe Letter of Credit Collateral Account, which funds shall be held invested by the Administrative Agent from time to time in its discretion in certificates of deposit of Bank One having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or other amounts due with respect thereto. Such funds, if any, remaining in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear following the payment of all rights and claims of third parties and has not been applied against the Obligations (such differencein full shall, the “Collateral Shortfall Amount”). If any other Default occurs, unless the Administrative Agent may with the consentis otherwise directed by a court of competent jurisdiction, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice promptly paid over to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"). If any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment and Aggregate Term Loan Commitment have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder hereunder, and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer, or any Issuer and each Lender. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will, will forthwith upon such demand and without any further notice or act, act pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable Facility LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the applicable LC Collateral Accountbest interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor under the Loan Documents. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, (i) the obligations of the Lenders to make Loans hereunder hereunder, the Commitments and the obligation and power obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent, Agent or any Lender or any Issuer and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any further notice, act or demandevidence, to pay deliver to the Administrative Agent an amount in immediately available fundsAgent, which funds shall be held in at its address specified pursuant to Article XIV, for deposit into the applicable LC Letter of Credit Collateral Account, an amount (the “Collateral Shortfall Amount”) equal to the excess excess, if any, of: (A) 100% of the sum of the aggregate maximum amount of Letter remaining available to be drawn under the Facility Letters of Credit Obligations requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such Borrower at such time over time, over (B) the amount on deposit for such Borrower in such LC the Letter of Credit Collateral Account at such time which that is free and clear of all rights and claims of third parties (other than the Administrative Agent and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (such difference, the “Collateral Shortfall Amount”). b) If any Default occurs and is continuing (other than a Default occursdescribed in Section 7.6 or 7.7, the Administrative Agent may with the consentand subject to Section 4.6), or shall at the request, of (i) the Required Lenders, (x) Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder Loans, the Commitments and the obligation and power of the Issuer Issuers to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives, waive and (yii) the Required Lenders may, upon notice delivered to the Company Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers each such Borrower to pay, deliver (and each applicable such Borrower will, forthwith upon such demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount payable by such Borrower. (c) If at any time while any Default is continuing or the Revolving Termination Date has occurred, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further notice act or actevidence, pay be and become thereby unconditionally obligated to deliver), to the Administrative Agent as additional funds to be deposited and held in immediately available funds the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount for payable by such Borrower, which Borrower at such time. (d) The Administrative Agent may at any time or from time to time after funds shall be are deposited in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders apply such funds to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations of the relevant Borrowers and any other amounts as shall from time to time have become due and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. After all of the Obligations have been obtained indefeasibly paid in full (other than contingent indemnification obligations in respect of which no claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) or enteredupon the request of the Company if no Default has occurred and is continuing, any funds remaining in the Required Lenders Letter of Credit Collateral Account shall be returned by the Administrative Agent to the applicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Administrative Agent shall exercise reasonable care in their sole discretion) the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall so directbe deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such funds. Notwithstanding the foregoing, during any period during which solely a Financial Covenant Default has occurred and is continuing, the Administrative Agent shallmay with the consent of, by notice and shall at the request of, the Required TLA/RC Lenders (but subject to Section 4.6) take any of the foregoing actions described in paragraphs (a), (b), (c) and (d) above, solely as they relate to the BorrowersRevolving Credit Lenders and Term A Lenders (versus the Lenders), rescind the Revolving Credit Commitments and annul such acceleration and/or terminationTerm A Commitments (versus the Commitments), the Revolving Credit Loans, the Swing Loans and the Term A Loans (versus the Loans), and the Letters of Credit.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and to participate in Facility Letters of Credit hereunder, and the obligation and power of the Issuers Issuer to issue Facility Letters of Credit hereunder, shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the Issuer or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) (xi) may terminate or suspend the obligations of the Lenders to make Loans hereunder and to purchase participation in Facility Letters of Credit hereunder, (ii) may terminate or suspend the obligation and power obligations of the Issuer to issue Facility Letters of CreditCredit hereunder, or and/or (iii) declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 15 days after (x) acceleration of the maturity of the Obligations Obligations, (y) termination of the obligations of the Issuer to issue Facility Letters of Credit hereunder or (z) termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative either Agent, any Lender the Issuing Bank or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Bank to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the LC Collateral Account. (b) If at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable LC Collateral Account. (c) The Agents may at any time or from time to time after funds are deposited in the LC Collateral Account, subject to the terms of the Intercreditor Agreement, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the Issuing Bank under the Loan Documents. (d) At any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the LC Collateral Account shall be returned by the Collateral Agent to the Borrower or paid to whomever may be legally entitled thereto at such time, including pursuant to the Intercreditor Agreement. (e) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination. (f) All proceeds from each sale of, or other realization upon, all or any part of the Collateral during the existence of an Event of Default shall be applied pursuant to, and in accordance with, the Pledge and Security Agreement.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower and in any Subsidiary Guarantor under the Loan Documents. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent, the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Revolving Loans hereunder, the obligation of the Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate terminate, and the Obligations (including the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any LC Issuer, the Swingline Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs and is continuing, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Revolving Loans hereunder, the obligation and the power of the Swingline Lender to make Swingline Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon such obligations of the Lenders, such obligation and power of the Swingline Lender and such obligation and power of the LC Issuers shall be terminated or suspended and/or the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and . (yii) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Revolving Loans hereunder, the obligation and the power of the Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence of any Event of Default described in Section 7.6 the foregoing subsections 8.1(F) or 7.7 occurs with respect to any Borrower8.1(G), the obligations unpaid principal amount of and accrued interest and fees on the Lenders to make Loans hereunder and Loans, payments under the obligation and power of the Issuers to issue Lender Letters of Credit and Risk Participation Agreements and all other Obligations shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, notice of intent to accelerate, notice of acceleration, demand, protest or notice other requirements of any kind, all of which each Borrower are hereby expressly waiveswaived by Borrower, and (y) the Commitments and any obligation to make any Loans or to issue any Lender Letter of Credit or Risk Participation Agreement shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Agent may, if the Requisite Lenders consent, and shall, upon demand by Requisite Lenders, by written notice to Borrower (a) declare all or any portion of the Company Loans and in addition all or some of the other Obligations to be, and the same shall forthwith become, immediately due and payable together with accrued interest thereon, and the Commitments and any obligation to make any Loans or to issue any Lender Letter of Credit or Risk Participation Agreement shall thereupon terminate and (b) demand that Borrower immediately deposit with Agent a cash amount equal to the continuing right to demand payment Risk Participation Liability (whether or not any beneficiary under any Lender Letter of all amounts payable under this AgreementCredit or any issuer of any letter of credit shall have presented, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited entitled at such time to present, the drafts and other documents required to draw under any Lender Letter of Credit or Risk Participation Agreement) to enable Agent and any Lender that has issued a Lender Letter of Credit to make payments under the Lender Letters of Credit and Risk Participation Agreements when required and such amount shall become immediately due and payable; provided that the foregoing shall not affect in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of any way the obligations of the Lenders to make Revolving Loans hereunder as a result by remitting to Agent the unreimbursed amount of any Default (other than payments made by Agent or any Default Lender under any Lender Letters of Credit or Risk Participation Agreement as described provided in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationsubsection 2.1(D)(2).

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrowerthe Borrower or the REIT, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower under the Loan Documents and in to exercise all other rights and remedies available under applicable law. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrowerthe Borrower or the REIT) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any a Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuing Bank or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs with respect to a Borrower, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, direction of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Banks to issue Letters of CreditCredit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each such Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowerssuch Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Parent or the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable LC Collateral Accountlaw. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Parent or the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable LC Collateral Accountlaw. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Company Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, including without limitation by filing and diligently pursuing judicial action. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of the Company, any Borrowerof its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuing Bank or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs with respect to a Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC to the extent excluded from such Default by the provisions of Article VII), the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Banks to issue Letters of CreditCredit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each such Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowerssuch Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If On and at any time after the occurrence of an Event of Default described in Section 7.6 or 7.7 occurs with respect which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to any the Borrower: (a) cancel the Total Commitments, the obligations whereupon they shall immediately be cancelled; (b) subject to clause 3.2 (Rolled Loan – restrictions) of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election Intercreditor Agreement, declare that all or action on the part of the Administrative AgentUtilisations, any Lender together with accrued interest, and all other amounts accrued or any Issuer and each Borrower will outstanding under the Finance Documents be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations they shall become immediately due and payable; 85 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement (c) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, without presentment, declare that all or part of the Utilisations be payable on demand, protest whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) notify the Intercreditor Agent that an Event of Default has occurred and continuing and instruct the Intercreditor Agent or notice of the Common Security Agent (through the Intercreditor Agent) to issue one or more Enforcement Notices; and/or (e) exercise or direct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to exercise any kind, or all of which each Borrower hereby expressly waivesits rights, and remedies, powers or discretions under any of the Finance Documents and/or the High Yield Note Documents and/or (yif the High Yield Note Refinancing has occurred) upon notice any document or instrument in respect of the high yield notes issued pursuant to the Company and High Yield Note Refinancing and/or any document or instrument in addition respect of the high yield notes issued pursuant to the continuing right to demand payment of all amounts payable under this Agreement, make demand on Additional High Yield Notes and/or (if the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay Additional High Yield Note Refinancing has occurred) pursuant to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders Additional High Yield Note Refinancing (in their sole discretioneach case, including, following the issue of an Enforcement Notice, any such rights, remedies, powers or discretions which first require the issue of such a notice). 86 Project Asgard (2020 A&R) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind – Amended and annul such acceleration and/or termination.Restated Facilities Agreement

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of and will if directed by the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent (which Administrative Agent agrees to demand make if requested to by the Required Lenders) the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days. Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to payunless Administrative Agent is otherwise directed by a court of competent jurisdiction, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay be promptly paid over to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any BorrowerGPLP or Owner, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the applicable LC Collateral Accountbest interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Borrower and Parent Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, including without limitation, by filing and diligently pursuing judicial action. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any BorrowerGPLP or Owner) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described The Agent may, and, upon the request of the Majority Lenders, shall by notice in Section 7.6 or 7.7 occurs writing to the Borrower declare all amounts owing with respect to any Borrowerthis Agreement, the obligations of Notes, the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations other Loan Documents to be, and they shall thereupon forthwith become, immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which each are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §10.1(f) or §10.1(g), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waiveswaiving any right to notice of intent to accelerate and notice of acceleration. Upon demand by the Agent, Issuing Lender or the Majority Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and (y) upon notice regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations. In the alternative, if demanded by Agent or the Issuing Lender in its absolute and sole discretion after the occurrence of an Event of Default, the Letter of Credit Liabilities shall become due and payable and the Borrower will deposit into the Collateral Account cash in an amount equal to the Company amount of all Letter of Credit Liabilities. Such amounts will be pledged to and in addition held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the continuing right repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to demand the payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the other Obligations or termination of the obligations of the if there are no outstanding Obligations and Lenders have no further obligation to make Loans hereunder as a result or issue Letters of any Default (other than any Default as described in Section 7.6 Credit or 7.7 with respect to any Borrower) and before any judgment or decree for if such excess no longer exists, such proceeds deposited by the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice Borrower will be released to the Borrowers, rescind and annul such acceleration and/or terminationBorrower.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, (i) the obligations of the Lenders to make Loans hereunder and the obligation and power obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent, either Agent or any Lender or any Issuer and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any further notice, act or demandevidence, to pay deliver to the Administrative Agent an amount in immediately available fundsAgent, which funds shall be held in at its address specified pursuant to Article XIV, for deposit into the applicable LC Letter of Credit Collateral Account, an amount (the "Collateral Shortfall Amount") equal to the excess excess, if any, of (A) 100% of the sum of the aggregate maximum amount of Letter remaining available to be drawn under the Facility Letters of Credit Obligations requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such Borrower at such time over time, over (B) the amount on deposit for such Borrower in such LC the Letter of Credit Collateral Account at such time which that is free and clear of all rights and claims of third parties (other than the Agents and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (such difference, the “Collateral Shortfall Amount”). b) If any Default occurs and is continuing (other than a Default occursdescribed in Section 7.6 or 7.7), the Administrative Agent may with the consent, or shall at the request, of (i) the Required Lenders, (x) Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuers to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives, waive and (yii) the Required Lenders may, upon notice delivered to the Company Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers each such Borrower to pay, deliver (and each applicable such Borrower will, forthwith upon such demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount payable by such Borrower. (c) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further notice act or actevidence, pay be and become thereby unconditionally obligated to deliver), to the Administrative Agent as additional funds to be deposited and held in immediately available funds the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount for payable by such Borrower, which Borrower at such time. (d) The Administrative Agent may at any time or from time to time after funds shall be are deposited in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders apply such funds to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations of the relevant Borrowers and any other amounts as shall from time to time have become due and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. After all of the Obligations have been obtained or enteredindefeasibly paid in full, any funds remaining in the Required Lenders (in their sole discretion) Letter of Credit Collateral Account shall so direct, be returned by the Administrative Agent shall, by notice to the Borrowersapplicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Administrative Agent accords its own property, rescind and annul it being understood that the Administrative Agent shall not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such acceleration and/or terminationfunds.

Acceleration. If any Default described in Section 7.6 8.5 or 7.7 8.6 occurs with respect to any Borrowerthe Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligation and power obligations of the Issuers Lenders to issue Letters issue, amend or extend any Facility Letter of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, written consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer any Lender to issue Letters issue, amend or extend any Facility Letter of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.5 or 7.7 8.6 with respect to any Borrowerthe Borrower or the Company) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit or Swing Line Loans hereunder and the obligation and power of the Issuers Issuer to issue Letters of Credit hereunder shall automatically terminate and the Obligations (other than Hedging Obligations and Existing Hedging Obligations) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuer or any Issuer Lender, and each Borrower will be and become thereby unconditionally obligatedwithout presentment, without any further notice, act or demand, to pay to protest or notice of any kind, all of which the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)hereby expressly waives. If any other Default occurs, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and purchase participations in Letters of Credit or Swing Line Loans hereunder, whereupon the obligation and power of the Issuer to issue Letters of CreditCredit hereunder shall also terminate or be suspended, or (b) declare the Obligations (other than Hedging Obligations and Existing Hedging Obligations) to be due and payable, or both, whereupon the Obligations (other than Hedging Obligations and Existing Hedging Obligations) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, or (c) take the action described in both the preceding clauses (a) and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Accountb). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower7.7) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence and during the continuance of any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerEvent of Default, the obligations Administrative Agent on behalf of the Lenders may, and if so requested by the Majority Lenders shall, declare the Aggregate Commitment to make Loans hereunder be terminated and reduced to zero and thereby terminate the right of the Borrower to apply for further Borrowings, and in addition the Administrative Agent may, and if so requested by the Majority Lenders shall, by written notice to the Borrower declare all Indebtedness and liabilities of the Borrower outstanding to the Lenders and the obligation and power of the Issuers Administrative Agent hereunder to issue Letters of Credit shall automatically terminate and the Obligations shall be immediately become due and payable without any election or action on the part of the Administrative Agentpresentation, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which each are expressly waived by the Borrower, provided that the Aggregate Commitment and the right of the Borrower hereby expressly waives, to apply for further Borrowings shall automatically be terminated and (y) upon all Indebtedness and liabilities of the Borrower to the Lenders and the Administrative Agent outstanding hereunder shall be immediately due and payable without any written notice to the Company Borrower or any other Loan Party as provided above and without any other presentation, presentment, demand, protest or other notice of any kind if an Event of Default has occurred in addition respect of the Borrower pursuant to Section 14.1.4. In such event, the Borrower shall pay immediately to the continuing right Administrative Agent for the account of the Lenders and the Borrower hereby acknowledges that it shall be indebted to demand the Administrative Agent for the payment of all amounts owing or payable by it under this Agreement, make demand on failing which all rights and remedies of the Borrowers to pay, Administrative Agent and each applicable Borrower will, forthwith upon the Lenders shall thereupon become enforceable and such demand and without any further notice or act, pay payment to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds when made shall be deposited deemed to have been made in the applicable LC Collateral Account. If, within 30 days after acceleration discharge of the maturity of the Obligations or termination of the Borrower's obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) hereunder, and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to shall distribute such proceeds among the Borrowers, rescind and annul such acceleration and/or terminationLenders as provided herein.

Acceleration. If any Event of Default described in Section 7.6 10.10 hereof occurs, or 7.7 occurs with respect to any Borrowerthe Borrower or the General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part Borrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (xi) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or suspend in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the obligations principal of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or bothother notice of any kind, whereupon all of which are hereby waived by the Obligations Borrower. In addition to the foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without presentment, demand, protest demand or other notice of any kind, all upon the occurrence of which each Borrower hereby expressly waives, and (y) upon notice any Default with respect to the Company Borrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and in addition to performance of the continuing right to demand payment obligations of all amounts payable the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, make demand including the exclusive right of withdrawal, over such account. Other than any interest earned on the Borrowers to payinvestment of such deposits, which investments shall be made at the option and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in immediately available such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Administrative Agent from time to time in its discretion in certificates of deposit of ▇▇▇▇▇ having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or other amounts due with respect thereto. Such funds, if any, remaining in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for Account following the payment of the all Obligations due shall have been obtained or enteredin full shall, the Required Lenders (in their sole discretion) shall so direct, unless the Administrative Agent shallis otherwise directed by a court of competent jurisdiction, by notice be promptly paid over to the Borrowers, rescind and annul such acceleration and/or terminationBorrower.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to any the Borrower, the Commitments and all other obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, Agent or any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligatedwithout presentment, without any further notice, act or demand, to pay to protest or notice of any kind, all of which the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)hereby expressly waives. If any other Default occurs, the Administrative Agent may with the consentmay, or shall at the request, of and will if directed by the Required Lenders, (x) terminate or suspend the Commitments and all other obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, whereupon (in the case of termination) the Commitments shall terminate, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right to foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to by the Administrative Agent (which Administrative Agent agrees to make if requested to by the applicable Required Lenders) and automatically upon the occurrence of any Default described in immediately available Section 8.7 or 8.8 the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to 100% of the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The funds in the Letter of Credit Collateral Shortfall Amount for such Borrower, which funds Account shall be deposited in subject to the applicable LC Collateral Accountprovisions of Section 3.14 hereof. If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 10.10 hereof occurs, or 7.7 occurs with respect to any Borrowerthe Borrower or the General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligation and power of the Issuers any Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part Borrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (xi) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or suspend in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the obligations principal of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or bothother notice of any kind, whereupon all of which are hereby waived by the Obligations Borrower. In addition to the foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without presentment, demand, protest demand or other notice of any kind, all upon the occurrence of which each Borrower hereby expressly waives, and (y) upon notice any Default with respect to the Company Borrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and in addition to performance of the continuing right to demand payment obligations of all amounts payable the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, make demand including the exclusive right of withdrawal, over such account. Other than any interest earned on the Borrowers to payinvestment of such deposits, which investments shall be made at the option and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in immediately available such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Administrative Agent from time to time in its discretion in certificates of deposit of ▇▇▇▇▇ having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the applicable Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or other amounts due with respect thereto. Such funds, if any, remaining in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for Account following the payment of the all Obligations due shall have been obtained or enteredin full shall, the Required Lenders (in their sole discretion) shall so direct, unless the Administrative Agent shallis otherwise directed by a court of competent jurisdiction, by notice be promptly paid over to the Borrowers, rescind and annul such acceleration and/or terminationBorrower.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any the Parent or the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Event of Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credithereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, and (y) upon notice to the Company and Borrower shall at such time deposit in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds cash collateral account shall be deposited applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the applicable LC Collateral Accountbalance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to any the Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, (i) the obligations of the Lenders to make Loans hereunder and the obligation and power obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent, Agent or any Lender or any Issuer and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any further notice, act or demandevidence, to pay deliver to the Administrative Agent an amount in immediately available fundsAgent, which funds shall be held in at its address specified pursuant to Article XIV, for deposit into the applicable LC Letter of Credit Collateral Account, an amount (the "Collateral Shortfall Amount") equal to the excess excess, if any, of (A) 100% of the sum of the aggregate maximum amount of Letter remaining available to be drawn under the Facility Letters of Credit Obligations requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such Borrower at such time over time, over (B) the amount on deposit for such Borrower in such LC the Letter of Credit Collateral Account at such time which that is free and clear of all rights and claims of third parties (other than the Agent and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (such difference, the “Collateral Shortfall Amount”). b) If any Default occurs and is continuing (other than a Default occursdescribed in Section 7.6 or 7.7), the Administrative Agent may with the consent, or shall at the request, of (i) the Required Lenders, (x) Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuers to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives, waive and (yii) the Required Lenders may, upon notice delivered to the Company Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers each such Borrower to pay, deliver (and each applicable such Borrower will, forthwith upon such demand by the Required Lenders and without any necessity of further notice act or actevidence, pay be and become thereby unconditionally obligated to deliver), to the Administrative Agent in immediately available funds Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount for payable by such Borrower. (c) If at any time while any Default is continuing, which the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds shall to be deposited and held in the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Agent may at any time or from time to time after funds are deposited in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders apply such funds to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations of the relevant Borrowers and any other amounts as shall from time to time have become due and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. After all of the Obligations have been obtained or enteredindefeasibly paid in full, any funds remaining in the Required Lenders (in their sole discretion) Letter of Credit Collateral Account shall so direct, be returned by the Administrative Agent shall, by notice to the Borrowersapplicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords its own property, rescind and annul it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such acceleration and/or terminationfunds.

Acceleration. If any Event of Default described in Section 7.6 subsection 9.01(g) or 7.7 occurs with respect to any Borrower(h) occurs, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers an Issuer to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Event of Default occursoccurs and is continuing, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the an Issuer to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower and each Borrower Subsidiary Guarantor hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing following the occurrence and during the continuance of an Event of Default, so long as any Facility Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand by the Agent the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days, so long as the Borrower has provided the Agent with such documents as the Agent shall have requested in order to perfect a security interest in such certificates of deposit. Such funds shall be promptly applied by the Agent to reimburse any Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Collateral AccountAccount following the payment of all of the Borrower Obligations in full shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of an Issuer to issue Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 subsection 9.01 (g) or 7.7 (h) with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) occurs with respect to the Borrower or any BorrowerRestricted Subsidiary, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative either Agent, any Lender the Issuing Bank or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit Obligations of such Borrower LC Exposure at such time over less (y) the amount on or deposit in such the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Bank to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the LC Collateral Account. (b) If at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable LC Collateral Account. (c) The Agents may at any time or from time to time after funds are deposited in the LC Collateral Account, subject to the terms of the Intercreditor Agreement, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the Issuing Bank under the Loan Documents. (d) At any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the LC Collateral Account shall be returned by the Collateral Agent to the Borrower or paid to whomever may be legally entitled thereto at such time, including pursuant to the Intercreditor Agreement. (e) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination. (f) All proceeds from each sale of, or other realization upon, all or any part of the Collateral during the existence of an Event of Default shall be applied pursuant to, and in accordance with, the Pledge and Security Agreement.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to the Borrower or any BorrowerSubsidiary or Qualifying Investment Affiliate or Special Qualifying Investment Affiliate, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs and is continuing, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon written notice to the Company and in Borrower. In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent or the Required Lenders, the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of Bank One, NA having a maturity not exceeding 30 days. Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to payunless Administrative Agent is otherwise directed by a court of competent jurisdiction, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay be promptly paid over to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 forty-five (45) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so may direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender or any Issuer and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over time, less (y) the amount on deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. 11.1.1. If any Event of Default described in Section 7.6 10.1.6 or 7.7 10.1.7 occurs with respect to any Borrowerthe Credit Parties, the obligations of the Lenders to make Advances and Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit shall LCs will automatically terminate and the Obligations shall (other than Rate Management Obligations owed to Lender Counterparties) will immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender or any Issuer and each Borrower the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to deposit in an account with the Administrative Agent an amount in immediately available fundsfunds equal to the amount of LC Obligations in cash or cash equivalents reasonably satisfactory to the Administrative Agent, which funds shall will be held in the applicable LC Collateral Account, equal applied pursuant to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Section 11.1.2. If any other Event of Default occursoccurs and is continuing, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditLCs, or declare the Obligations (other than Rate Management Obligations owed to Lender Counterparties) to be due and payable, or both, whereupon the in which event such Obligations shall will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waiveswaive, and (yb) upon on notice to the Company Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower the Borrowers will, forthwith upon on such demand and without any further notice or act, immediately pay to the Administrative Agent the amount in immediately available funds equal to the Collateral Shortfall Amount for amount of such BorrowerLC Obligations, which funds shall will be applied pursuant to Section 11.1.2. 11.1.2. The Administrative Agent may at any time or from time to time, after such funds are deposited in with the applicable LC Collateral Account. IfAdministrative Agent, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders apply such funds to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations in accordance with Section 11.4 and any other amounts as may have become due shall and payable by the Credit Parties to the Lenders or the LC Issuer under the Loan Documents. Such funds (to the extent not applied as aforesaid) will be returned to the Borrowers (i) after all such Obligations and other amounts have been obtained paid in full or entered, the Required Lenders (in their sole discretionii) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationwithin three (3) Business Days after all Events of Default have been cured or waived.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, (i) the obligations of the Lenders to make Loans hereunder and the obligation and power obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent, Agent or any Lender or any Issuer and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any further notice, act or demandevidence, to pay deliver to the Administrative Agent an amount in immediately available fundsAgent, which funds shall be held in at its address specified pursuant to Article XIV, for deposit into the applicable LC Letter of Credit Collateral Account, an amount (the "Collateral Shortfall Amount") equal to the excess excess, if any, of (A) 100% of the sum of the aggregate maximum amount of Letter remaining available to be drawn under the Facility Letters of Credit Obligations requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such Borrower at such time over time, over (B) the amount on deposit for such Borrower in such LC the Letter of Credit Collateral Account at such time which that is free and clear of all rights and claims of third parties (other than the Agent and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (such difference, the “Collateral Shortfall Amount”). b) If any Default occurs and is continuing (other than a Default occursdescribed in Section 7.6 or 7.7), the Administrative Agent may with the consent, or shall at the request, of (i) the Required Lenders, (x) Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuers to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives, waive and (yii) the Required Lenders may, upon notice delivered to the Company Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers each such Borrower to pay, deliver (and each applicable such Borrower will, forthwith upon such demand by the Required Lenders and without any necessity of further notice act or actevidence, pay be and become thereby unconditionally obligated to deliver), to the Administrative Agent in immediately available funds Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount for payable by such Borrower. (c) If at any time while any Default is continuing, which the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds shall to be deposited and held in the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Agent may at any time or from time to time after funds are deposited in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders apply such funds to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations of the relevant Borrowers and any other amounts as shall from time to time have become due and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. After all of the Obligations have been obtained indefeasibly paid in full or enteredupon the request of the Company if no Default has occurred and is continuing, any funds remaining in the Required Lenders (in their sole discretion) Letter of Credit Collateral Account shall so direct, be returned by the Administrative Agent shall, by notice to the Borrowersapplicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords its own property, rescind and annul it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such acceleration and/or terminationfunds.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender or any Issuer and each Borrower the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over time, less (y) the amount on deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waiveswaive, and (yb) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Company to pay, and each applicable Borrower the Company will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Parent or the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower and in the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable law. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Parent or the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 SECTION 8.7 or 7.7 8.8 occurs with respect to the Borrower or any BorrowerSubsidiary or Qualifying Investment Affiliate, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs and is continuing, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon written notice to the Company and in Borrower. In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent or the Required Lenders, the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days. Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to payunless Administrative Agent is otherwise directed by a court of competent jurisdiction, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay be promptly paid over to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 forty-five (45) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 SECTION 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so may direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any the Parent or Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Event of Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credithereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and (y) upon notice the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon (or such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall other Person as may be deposited in the applicable LC Collateral Accountlawfully entitled thereto). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to any the Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Secured Obligations (such difference, the “"Collateral Shortfall Amount”"). If any other Event of Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) While an Event of Default is continuing, the Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations in respect of Facility LCs and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment and Aggregate Term Loan Commitment have been terminated, any funds remaining in the Facility LC Collateral Account shall be paid to the Collateral Agent or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.6 or 7.7 8.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Revolving Credit Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Revolving Credit Loans hereunder and the obligation and power of the Issuer to and/or issue Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand by the Agent (which demand shall be made upon the request of the Required Lenders), the Borrower shall deposit in an account (the “Letter of Credit Cash Collateral Account”) maintained with JPMorgan Chase Bank in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash or Cash Collateral Investments in an amount necessary to demand payment make the balance in such account equal to the aggregate undrawn face amount of all outstanding Letters of Credit and all fees and other amounts payable under due or which may become due with respect thereto. Following the occurrence and during the continuance of a Default, the Borrower shall have no control over funds deposited in the Letter of Credit Cash Collateral Account pursuant to this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerSection, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of JPMorgan Chase Bank having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Revolving Credit Loans and/or issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.6 or 7.7 8.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Letter of Credit Agent and the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue or increase Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Letter of Credit Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)or any Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Letter of Credit Agent and the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue or increase Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right to foregoing, following the occurrence and during the continuance of a Default, so long as any Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to by the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, (which funds demand shall be deposited in made upon the applicable LC request of the Required Lenders), the Borrower shall deposit Collateral Accountas required by Section 2.9(g). If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Letter of Credit Agent and the Lenders to make Loans issue and increase Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, may direct the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within thirty (30) days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Company Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation by filing and diligently pursuing judicial action. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto, provided, however, that if any Default as described in Section 7.7 or 7.8 with respect to the Borrower occurs, the obligation to make such deposit into the Letter of Credit Collateral Account shall be automatic without any election or other action required on the part of the Administrative Agent or any Lender. The Borrower shall have no control over funds in the Letter of Credit Collateral Account. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any a Borrower, the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans Credit Extensions to such Borrower hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs with respect to a Borrower, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans hereunder and the obligation and power of the Issuer Credit Extensions to issue Letters of Creditsuch Borrower hereunder, or declare the Obligations of such Borrower to be due and payable, or both, whereupon such obligations of the Lenders (including the Issuers and the Swingline Lender) shall terminate and/or the Obligations of such Borrower shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans Credit Extensions to any Borrower hereunder or acceleration of the maturity of the Obligations of any Borrower as a result of any Default (other than any Default as described in Section 7.6 or 7.7 7.7) with respect to any Borrower) such Borrower and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowerssuch Borrower, rescind and annul such acceleration termination and/or terminationacceleration.

Acceleration. (i) Bonds Not Supported by a Credit Facility. If any the Event of Default is one described in Section 7.6 Paragraph 601(a)(i), (ii) or 7.7 occurs with respect to any Borrower(iii), the obligations Trustee may, and upon the written request of the Lenders Bondowners of at least 25% in principal amount of the Bonds Outstanding (other than Bonds that are supported by a Credit Facility, Pledged Bonds and Company Bonds) shall, by written notice to make Loans hereunder the Company, the Authority, the Paying Agent, and the obligation Remarketing Agent declare immediately due and power payable the principal of the Issuers to issue Letters of Outstanding Bonds (other than Bonds that are supported by a Credit shall automatically terminate Facility and Pledged Bonds, but including Company Bonds) and the Obligations accrued interest thereon, whereupon the same shall become immediately become due and payable without any election further action or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If at any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon time after such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of moneys with respect thereto has been entered all amounts payable to the Obligations Authority and the Trustee hereunder and on Bonds subject to acceleration under this Paragraph 602(a)(i) (except principal of and interest on the Bonds which are due solely by reason of such acceleration) shall have been obtained paid or enteredprovided for by deposit with the Trustee and all existing Defaults shall have been cured or waived, then the Required Lenders (Bondowners representing a majority in their sole discretionprincipal amount of the Bonds subject to acceleration under this Paragraph 602(a)(i) shall so direct, the Administrative Agent shall, may annul such acceleration and its consequences by written notice to the BorrowersAuthority, rescind the Trustee and annul the Company. Such annulment shall be binding upon the Authority, the Trustee and all of the Bondowners, but no such annulment shall extend to or affect any subsequent Default or impair any right or remedy consequent thereto. (ii) Bonds Supported by a Credit Facility. If the Event of Default is one described in Paragraph 601(a)(i), (iv) or (v), the principal of the Bonds that are supported by a Credit Facility and Pledged Bonds and accrued interest thereon shall automatically become immediately due and payable without any further notice or action, subject, however, to the proviso set forth in Section 605. Notwithstanding the foregoing, if an Event of Default described in Paragraph 601(a)(i) occurs due to the failure of the Paying Agent to receive sufficient funds for the payment of the Purchase Price of all Bonds supported by a Credit Facility tendered for purchase on any Purchase Date, the Paying Agent shall immediately draw under the Credit Facility an amount equal to such deficiency (except to the extent that one or more drawings have been made previously in respect of the same deficiency), plus one day's accrued interest on such Bonds, and only if such Event of Default is not cured by the close of business on the next Business Day shall there be such an automatic acceleration and/or terminationof the payment of principal of and accrued interest on the Bonds.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required LendersLenders (or, in the case of clause (x) below, the Majority in Interest with respect to the applicable Tranche, as the context may require), at any time prior to the date that such Default has been fully cured, may (x) permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or (y) declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within thirty (30) days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the applicable LC Collateral Accountbest interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation by filing and diligently pursuing judicial action. If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within thirty (30) days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Company Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation by filing and diligently pursuing judicial action. In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Event of Default occurs, the Administrative Agent may with the consent, or so long as an Event of Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Event of Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor under the Loan Documents. Upon the forty-fifth (45th) day prior to the Company Facility Termination Date so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. In addition to the continuing right foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Lender for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any Borrowerthe Borrowers, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives, waive and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company and in Borrowers under the Loan Documents. In addition to the continuing right foregoing, following the occurrence of an Unmatured Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrowers shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrowers shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral AccountBorrowers. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any a Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 ------------ ----------- --- occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to or issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to or issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand by the Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral -------------------------------- Account") maintained with First Chicago in the name of the Agent, for the ------- ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 days ten Business Days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or ------------ --- decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to any BorrowerLoan Party, the obligations of the Lenders to make Loans and hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the applicable LC Collateral Accountbest interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect all amounts owed by the Loan Parties under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, including without limitation, by filing and diligently pursuing judicial action. If, within 30 10 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to any BorrowerLoan Party) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, Agent or any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligatedwithout presentment, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available fundsprotest or notice of any kind, all of which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)hereby expressly waives. If any other Default occurs, the Administrative Agent Required Lenders may with (or the consentAgent, or shall at the request, direction of the Required Lenders, (xshall) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credithereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand by the Required Lenders (or the Agent with the consent of the Required Lenders) the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following (i) the payment of all Obligations in full, (ii) the cancellation or expiration of all outstanding Facility Letters of Credit, (iii) the cure or waiver of any such Default mentioned above, or (iv) the consent of the Required Lenders, shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 days ten Business Days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any an Event of Default described specified in Section 7.6 2.1.1 or 7.7 occurs 2.1.2 shall have occurred and be continuing and any Senior Indebtedness shall then be outstanding, subject to the provisions of Section 3 hereof, the Majority Payees may, at their option, by notice in writing to Payor and to the agents under the Senior Indebtedness Documents (the “Acceleration Notice”), declare the entire principal amount of this Note and the interest accrued thereon to be due and payable; provided, however, in the event (i) an event of default has occurred and remains continuing under the Senior Indebtedness Documents and (ii) the holders of such Senior Indebtedness thereunder provide notice to Majority Payees within five Business Days of receipt of the Acceleration Notice that they are electing to block Payees’ right to receive payment hereunder due to the exercise of such holders’ remedies under such Senior Indebtedness Documents (a “Blockage Notice”), Payor shall not pay and no Payee shall not receive any payment on account of this Note (other than Permitted Non-Blockable Payments) prior to the earlier of (i) the cure or waiver of such event of default under such Senior Indebtedness Documents, (ii) the payment in full of the Senior Indebtedness under such Senior Indebtedness Documents, (iii) subject to Section 3, the date on which Payor becomes involved in a Proceeding, (iv) subject to Section 3, acceleration of the Senior Indebtedness under such Senior Indebtedness Documents and (v) the date that is 180 days from the date such Blockage Notice was received by Payee (the “Standstill Period”). Upon the expiration of the Standstill Period, and subject to Section 3, any Payee may take any enforcement action against Payor including the commencement by such Payee of any legal proceedings or actions against or with respect to Payor to facilitate to collect or enforce all or any Borrower, part of the claims by such Payee against Payor and to the obligations of Payor hereunder. 2.2.1. If an Event of Default specified in Section 2.1.1 or 2.1.2 shall have occurred and be continuing and no Senior Indebtedness shall then be outstanding, the Lenders to make Loans hereunder Majority Payees may, at their option, declare the entire principal balance of this Note and the obligation accrued and power unpaid interest thereon to be due and payable upon the date which is five Business Days after the date of delivery by Payee to Payor of a written notice of acceleration, and upon any such declaration the Issuers to issue Letters of Credit same shall automatically terminate and the Obligations shall immediately become due and payable at such time. 2.2.2. If any Event of Default occurs other than the Events of Default specified in 2.1.1 and 2.1.2, the principal balance of this Note and the accrued and unpaid interest thereon shall become due and payable immediately without any election declaration or action other act on the part of the Administrative Agent, any Lender or any Issuer Majority Payees and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or other notice or action of any kind, all of which each Borrower are hereby expressly waiveswaived. 2.2.3. If any Event of Default shall have occurred and be continuing, and (y) upon notice subject to the Company provisions of Section 3 hereof, the Majority Payees may proceed to protect and enforce their rights either by suit in addition equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to the continuing right to demand payment of all amounts payable any Payee under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationNote.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, the obligations of the Lenders to make Revolving Loans or purchase participations in Letters of Credit or Swing Line Loans hereunder and the obligation and power of the Issuers Issuer to issue Letters of Credit hereunder shall automatically terminate and the Obligations (other than Hedging Obligations and Existing Hedging Obligations) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuer or any Issuer Lender, and each Borrower will be and become thereby unconditionally obligatedwithout presentment, without any further notice, act or demand, to pay to protest or notice of any kind, all of which the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)hereby expressly waives. If any other Default occurs, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and purchase participations in Letters of Credit or Swing Line Loans hereunder, whereupon the obligation and power of the Issuer to issue Letters of CreditCredit hereunder shall also terminate or be suspended, or (b) declare the Obligations (other than Hedging Obligations and Existing Hedging Obligations) to be due and payable, or both, whereupon the Obligations (other than Hedging Obligations and Existing Hedging Obligations) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, or (c) take the action described in both the preceding clauses (a) and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Accountb). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower7.7) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If In the event that ▇▇▇▇▇▇▇▇ fails or refuses to pay any Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative principal of or interest on this Note when due, or in the event of the occurrence of a Default under the Texas Deed of Trust, then, in any such event, Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligatedat the request of Lenders, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal entitled to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due entire unpaid principal of and payable, or both, whereupon the Obligations shall become accrued interest on and all other amounts payable under this Note immediately due and payable, without presentmentnotice of intent to accelerate, notice of acceleration, any other notice whatsoever, demand, protest or notice of any kindpresentment, all of which each Borrower are hereby waived, foreclose any liens or security interests securing all or any part hereof, offset against this Note any sum or sums owed by Agent and or the Lenders to Borrower, or may proceed to protect and enforce, and exercise any other right or remedy to which Agent and Lenders may be entitled by agreement, at law, or in equity; provided that upon the occurrence of any Default pursuant to Sections 9(f), (g) or (h) hereof, all such foregoing amounts shall automatically become immediately due and payable without any such notice whatsoever or any other action, all of which are hereby expressly waives, waived by Borrower. Each right and (y) upon notice remedy available to the Company Agent and Lenders shall be cumulative of and in addition to each other such right and remedy. No delay on the continuing part of Agent and or Lenders in the exercise of any right or remedy available to demand payment Agent and Lenders shall operate as a waiver thereof, nor shall any single or partial exercise thereof or exercise of any other such right or remedy. For the avoidance of doubt and notwithstanding anything to the contrary in this Note or the Texas Deed of Trust, it shall not be necessary for Agent, in order to exercise remedies under the Texas Deed of Trust, first, to institute suit or exhaust its remedies against ▇▇▇▇▇▇▇▇, to have ▇▇▇▇▇▇▇▇ joined with ▇▇▇▇▇▇▇▇▇ in the exercise of any remedies under the Texas Deed of Trust or in any suit brought under the Texas Deed of Trust or to enforce Agent’s rights and remedies against Mortgagor or the Mortgaged Property; provided, however, that in the event Agent elects to enforce and or exercise any remedies it may have under the Texas Deed of Trust in accordance with the terms thereof and applicable law, Borrower shall nevertheless be obligated for any and all amounts payable still owing to Agent and Lenders under this Agreement, make demand on the Borrowers to pay, Note and each applicable Borrower will, forthwith upon such demand and without any further notice not repaid or act, pay recovered incident to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for exercise of such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationremedies.

Acceleration. If any The Sublandlord shall have the right upon the Subtenant’s Default described in Section 7.6 or 7.7 occurs with respect to any Borrower, declare the obligations entire remaining unpaid Rent and all other then known Additional Rent and other payments required of the Lenders to make Loans hereunder and Subtenant by this Sublease for the obligation and power full balance of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations Term to be due and payable, or both, whereupon the Obligations shall become immediately due and payable. Such declaration of acceleration shall be made by written notice by the Sublandlord to the Subtenant in accordance with the notice provisions of this Sublease. Upon receipt of such declaration of acceleration, the Subtenant shall immediately pay to the Sublandlord, without presentmentfurther demand or notice, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice an amount equal to the Company and in addition sum of the entire remaining unpaid Rent provided for under this Sublease for the entire Term, plus the entire remaining balance of all unpaid Additional Rent required under this Sublease for the entire Term to the continuing right to demand extent the amount of such other payments are then known or reasonably determinable. Upon timely payment of all amounts payable under the sums hereinabove provided in this AgreementSubparagraph (b), make demand on the Borrowers Subtenant shall have the right to paycontinue to possess, occupy and enjoy the Subleased Premises for the remaining balance of the then current term, subject to strict observance by the Subtenant of all the covenants, conditions and other provisions of this Sublease and the timely payment of all other payments required by the Subtenant by this Sublease, and each applicable Borrower willso long as the Subtenant has not vacated or abandoned the Subleased Premises. If Subtenant has vacated the Subleased Premises, forthwith upon such demand Sublandlord shall be entitled to terminate this Sublease, re-enter and without any further notice or act, pay relet the Subleased Premises pursuant to the Administrative Agent provisions of subparagraph (a), above, but shall retain its right to accelerate the rent. If the Sublandlord shall declare an acceleration as provided in immediately available funds this Subparagraph (b) and the Collateral Shortfall Amount for amounts due hereunder shall not be paid within ten (10) days following the Subtenant’s receipt of such Borrowerdeclaration, the Sublandlord, at the Sublandlord’s sole option, may exercise the Sublandlord’s right to terminate this Sublease as provided in Subparagraph (a) hereof, in which funds event the Sublandlord shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice entitled to the Borrowers, rescind full benefits and annul such acceleration and/or terminationenforcement of Subparagraph (a).

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Company Borrower under the Loan Documents and in to exercise all other rights and remedies available under applicable law. In addition to the continuing right foregoing, following the occurrence of an Unmatured Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementFacility Obligations in full shall, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to unless the Administrative Agent in immediately available funds is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Parent or the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent may with the consent, or so long as a Default exists Lenders shall at the request, of have no obligation to make any Loans and the Required Lenders, (x) at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon (i) if the Required Lenders have elected to accelerate, the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yii) upon notice to if any automatic or optional acceleration has occurred, the Company and in addition to Administrative Agent, as directed by the continuing right to demand payment of all amounts payable under this AgreementRequired Lenders (or if no such direction is given within 30 days after a request for direction, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to as the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited deems in the best interests of the Lenders, in its sole discretion, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable LC Collateral Accountlaw. If, within 30 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Parent or the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination. The Administrative Agent shall exercise the rights under this Section 8.1 and all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.1 (subject to the terms of Section 11.2) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding under any Debtor Relief Law relative to the Borrower or any other Loan Party; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent under this Section 8.1 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 11.2, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Acceleration. If The Purchasers, and each of them, upon the occurrence of an Event of Default that has not been waived by the Required Purchasers, by delivery of written notice to the Company may, subject in each case to the terms of the Intercreditor Agreement, take any Default described in Section 7.6 or 7.7 occurs all of the following actions without prejudice to the rights of any Purchaser to enforce its claims against the Company: (a) declare all or any part of the Obligations hereunder to be immediately due and payable (except with respect to any BorrowerEvent of Default set forth in Section 9.1(c) hereof, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit in which case all such Obligations shall automatically terminate and the Obligations shall become immediately become due and payable without the necessity of any election notice or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or other demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice any other action or obligation of any kind, all of which each Borrower hereby expressly waives, and Purchaser; and (yb) upon deliver notice to the Company trustee for each of the 10.5% Subordinated Notes, the 11% Subordinated Notes and in addition the New Telex Subordinated Notes for the purpose of blocking payments to such trustees and the continuing right to demand payment holders of all amounts payable under this Agreementthe 10.5% Subordinated Notes, make demand on the Borrowers to pay11% Subordinated Notes and the New Telex Subordinated Notes, and each applicable Borrower will, forthwith upon such demand and without or any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Accountof them. If, within 30 days If at any time after acceleration of the maturity of the Obligations or termination Senior Secured Notes held by any Purchaser, the Company shall pay all arrears of interest, costs and expenses and all payments on account of principal of such Senior Secured Notes, which shall have become due otherwise than by acceleration (with interest on principal and, to the obligations extent permitted by Law, on overdue interest, at the rates specified in this Agreement) and all Events of the Lenders to make Loans hereunder as a result of any Default and Defaults (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrowernonpayment of principal of and accrued interest on such Senior Secured Notes and other Obligations hereunder due and payable solely by virtue of acceleration) and before any judgment or decree for the payment of the Obligations due shall have been obtained remedied or enteredwaived, then by written notice to the Company, the Required Lenders (Purchasers may elect, in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such the acceleration and/or terminationand its consequences. Any action pursuant to the foregoing sentence shall not affect any subsequent Default or Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentences are intended merely to bind the Required Purchasers to a decision that may be made at their election. In no event are the provisions of this Section 9.2 intended to benefit the Company or any other Person, nor does this Section 9.2 give the Company or any other Person the right to require the Required Purchasers to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to or issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may by written notice to the Borrower terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to or issue Facility Letters of CreditCredit hereunder, or by written notice to the Borrower declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been canceled or expired by its terms, upon demand by the Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent in certificates of deposit of First Chicago having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for Account following the payment of all Obligations in full or the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent earlier cure of all Defaults shall, unless the Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to the Borrowers, rescind and annul such acceleration and/or terminationBorrower.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower or any Borrowerof its Subsidiaries, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender or any Issuer and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time time, over (y) the amount on deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or notice of any kind, all of which each the Borrower hereby expressly waives, and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations or any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. (iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to any the Parent, Warrior or Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Event of Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credithereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and (y) upon notice the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon (or such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall other Person as may be deposited in the applicable LC Collateral Accountlawfully entitled thereto). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to any the Parent, Warrior or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section SECTION 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to or issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to or issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Agent, the Borrower shall deposit in an account (the "LETTER OF CREDIT CASH COLLATERAL ACCOUNT") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section SECTION 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs 6.3.1 The Lessor shall be entitled, by giving to the Lessee not less than thirty (30) days' written notice to expire on the first day of the Lessor's Accounting Period immediately following the twelfth (12th) anniversary of the Delivery Date, to require the Lessee to terminate the leasing of the Vessel under this Agreement and pay to the Lessor a Rental (the "ACCELERATION RENT") with respect to any Borrower, the obligations Vessel. The Acceleration Rent shall be of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess Termination Rent (as calculated in accordance with Part 4 of the amount of Letter of Credit Obligations of such Borrower at such time over Financial Schedule) which would have been payable on the amount on deposit day the Acceleration Rent is payable, if that date had in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not fact been applied against the Obligations Termination Payment Date (such differencethat, in particular, the “Collateral Shortfall Amount”Termination Assumption set out in paragraph 4.5.2(e) of the Financial Schedule is applied in calculating such Termination Rent). If The Acceleration Rent shall be subject to adjustment in accordance with Part 4 of the Financial Schedule as if it were a Termination Rent. 6.3.2 The Lessee shall be entitled, upon giving notice in writing to the Lessor seven (7) months prior to the first day of the Lessor's Accounting Period immediately following the twelfth (12th) anniversary of the Delivery Date, to request the Lessor to submit to the Lessor's normal credit approval process either of the following proposals: (i) that the Lessor waive its entitlement described in Clause 6.3.1 or extend the date upon which the Lessor is entitled to exercise its option described in Clause 6.3.1; or (ii) to approve one or more banks or financial institutions to assume the obligations then existing of the Payment Banks; and the Lessor agrees that it will make such a submission PROVIDED THAT the Lessee acknowledges and agrees that the Lessor shall be entitled to accept or reject either proposal (including approving or disapproving the identity of any other Default occurssuch bank or financial institution) in its absolute discretion without giving any reasons for such acceptance or rejection and that if the Lessor accepts either proposal, such acceptance shall be conditional upon any requirements (whether in regard to documentation or otherwise) which the Lessor may, in its absolute discretion, specify. Furthermore, the Administrative Agent may with Lessee agrees that the consent, Lessor shall not be obliged to reveal any details of its internal credit or shall at other procedures or the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of reasons for any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and decision made in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationparticular case.

Acceleration. If Upon the occurrence and during the continuance of any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerEvent of Default, the obligations Agent on behalf of the Lenders may, and if so requested by the Majority Lenders shall, declare the Aggregate Commitment to make Loans hereunder be terminated and reduced to zero and thereby terminate the right of the Borrowers to apply for further Borrowings, and in addition the Agent may, and if so requested by the Majority Lenders shall, by written notice to the Borrowers declare all Indebtedness and liabilities of the Borrowers outstanding to the Lenders and the obligation and power of the Issuers Agent hereunder to issue Letters of Credit shall automatically terminate and the Obligations shall be immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentmentpresentation, demand, protest or other notice of any kind, all of which each are expressly waived by the Borrowers, provided that the Aggregate Commitment and the right of any Borrower hereby expressly waives, to apply for further Borrowings shall automatically be terminated and (y) upon all Indebtedness and liabilities of the Borrowers to the Lenders and the Agent outstanding hereunder shall be immediately due and payable without any written notice to the Company Borrowers as provided above and without any other presentation, demand, protest or other notice of any kind if an Event of Default has occurred in addition respect of any Borrower pursuant to Section 14.1.4. In such event, the Borrowers shall pay immediately to the continuing right Agent for the benefit of the Lenders and the Borrowers hereby acknowledge that they shall be indebted to demand the Agent for the payment of all amounts owing or payable under this AgreementAgreement together with the face amount of all Bankers' Acceptances accepted by the Lenders and outstanding, make demand on as well as the Borrowers outstanding amount of all Letters of Credit issued hereunder and outstanding and all acceptances thereunder, failing which all rights and remedies of the Agent and the Lenders shall thereupon become enforceable and such payment to paythe Agent when made shall be deemed to have been made in discharge of the Borrowers' obligations hereunder, and each applicable the Agent shall distribute such proceeds among the Lenders as provided herein. No Borrower will, forthwith upon such demand and without shall have the right to set up as against any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result or the Agent any defense or right of action, of indemnification or of set-off or compensation or any similar claim of any Default (other than nature whatsoever which any Default as described Borrower may have had at any time or may have in Section 7.6 or 7.7 the future with respect to any Borrowerholder of one or more Banker's Acceptance(s) and before or Discount Note(s) issued hereunder or to any judgment beneficiary or decree for the payment other Person in connection with one or more Letters of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationCredit issued hereunder.

Acceleration. If Borrower fails to pay when due any Default described in Section 7.6 one of the installments due under this Note within ten (10) days after the date on which it is due, or 7.7 occurs with respect to upon the occurrence of any Borrowerother Default, the obligations entire Debt, including Principal Balance, and all other sums paid or advanced by Lender to or on behalf of Borrower pursuant to the terms of this Note, the Mortgage or any of the Lenders to make Loans hereunder Loan Documents, together with all unpaid interest thereon and all other applicable late charges, fees and prepayment premiums, shall at the obligation and power option of the Issuers to issue Letters of Credit shall automatically terminate and the Obligations shall Lender become immediately become due and payable without further notice or demand and Lender may forthwith exercise the remedies available to Lender at law and in equity as well as those remedies set forth in this Note and the Loan Documents and one or more executions may forthwith issue on any election judgment or action on judgments obtained by virtue thereof. Upon exercise of this option by ▇▇▇▇▇▇, the part entire Principal Balance and any other amounts owed to Lender hereunder or under any of the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to Loan Documents shall bear interest until paid at the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess Default Rate. Any tender of payment of the amount of Letter of Credit Obligations of such Borrower at such time over necessary to satisfy the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower entire indebtedness evidenced hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds made following acceleration shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders subject to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the must include payment of the Obligations due shall have been obtained Prepayment Premium. All of the terms, covenants and provisions contained in the Mortgage and the Loan Documents which are to be kept and performed by Borrower are hereby made part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. The rights, remedies and powers of Lender under this Note are cumulative and concurrent and not exclusive of any rights or enteredremedies which Lender would otherwise have, and may be pursued singly, successively or together against Borrower, any Responsible Party (if any), the Required Lenders (Mortgaged Property or any other security given at any time for the Debt, in their ▇▇▇▇▇▇'s sole and absolute discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 SECTION 7.7 or 7.7 7.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due In addition to the foregoing, following the occurrence of a Default and payable without so long as any election Facility Letter of Credit has not been fully drawn and has not been cancelled or action on the part of expired by its terms, upon demand by the Administrative Agent, any Lender the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or any Issuer and each which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to invested by the Administrative Agent an amount in immediately available from time to time under the Facility Letters of Credit. Such funds, which funds shall be held if any, remaining in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear following the payment of all rights and claims of third parties and has not been applied against the Obligations (such differencein full shall, the “Collateral Shortfall Amount”). If any other Default occurs, unless the Administrative Agent may with the consentis otherwise directed by a court of competent jurisdiction, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice promptly paid over to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 SECTION 7.7 or 7.7 7.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to the Trust Debt Securities of any Borrowerseries other than an Event of Default under clause (3) or (4) of Section 6.01 hereof occurs and is continuing, the obligations Trustee or the Holders of at least 25% in aggregate principal amount of the Lenders Trust Debt Securities of that series then outstanding may declare the principal of all the Trust Debt Securities of that series due and payable, provided that in the case of a series of Trust Debt Securities then held by a Trust, if upon an Event of Default with respect to make Loans hereunder the Trust Debt Securities of that series the Trustee has or the Holders of at least 25% in aggregate principal amount of the Trust Debt Securities of that series have failed to declare the principal of the Trust Debt Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding Preferred Trust Securities of that Trust shall have such right by a notice in writing to the Company and the obligation Trustee. If an Event of Default specified in clause (3) or (4) of Section 6.01 hereof occurs, the principal of and power of interest on all the Issuers to issue Letters of Credit Trust Debt Securities shall automatically terminate ipso facto become and the Obligations shall be immediately become due and payable without any election declaration or action other act on the part of the Administrative Agent, any Lender Trustee or any Issuer and each Borrower will be and become thereby unconditionally obligatedHolders. Upon such an acceleration, without any further noticesuch principal, act or demandtogether with all interest accrued thereon, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice payable immediately. The Holders of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and a majority in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration aggregate principal amount of the maturity Trust Debt Securities of that series at the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described time outstanding, in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shalleach case, by notice to the BorrowersTrustee, may rescind such an acceleration and annul its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to such series of Trust Debt Securities have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration, provided that if the principal of a series of Trust Debt Securities has been declared due and payable by the holders of the Preferred Series of a Trust, no rescission of acceleration and/or terminationwill be effective unless consented to by the holders of a majority in aggregate liquidation amount of the Preferred Trust Securities of that Trust. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Acceleration. If any an Event of Default described specified in Section 7.6 6.1(a), (b), (h) or 7.7 (i) above occurs and is continuing, each Holder of Preference Shares by written notice to the Guarantor and the Guarantee Trustee shall have the right to declare, with respect to any BorrowerPreference Share held by it, an amount (the “Acceleration Payment”), equal to the sum of (a) the Liquidation Preference per Preference Share and (b) the amount of all unpaid dividends per Preference Share for the then current Dividend Period only to the extent that dividends are not paid by the Bank (regardless of whether any dividends are actually declared for such Dividend Period) on such Preference Share, to be due and payable. If an Event of Default specified in Section 6.1(e) or (f) above occurs, the obligations of the Lenders Acceleration Payment with respect to make Loans hereunder all issued and the obligation and power of the Issuers to issue Letters of Credit outstanding Preference Shares shall be automatically terminate and the Obligations shall immediately become due and payable immediately without any election declaration or action other act on the part of the Administrative Agent, any Lender Guarantee Trustee or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess Holders of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Preference Shares. If any other Event of Default occursoccurs and is continuing, the Administrative Agent may with Guarantee Trustee by notice to the consentGuarantor, or shall Holders other than the Guarantor holding Preference Shares representing not less than 25% of the aggregate Liquidation Preference of all Non-Guarantor Held Preference Shares at the request, of time issued and outstanding by written notice to the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder Guarantor and the obligation Guarantee Trustee, may, and power the Guarantee Trustee at the written request of the Issuer to issue Letters of Creditany such Holders shall, or declare the Obligations Acceleration Payment with respect to all issued and outstanding Preference Shares to be due and payable. Upon such a declaration, or both, whereupon the Obligations Acceleration Payment shall become immediately be due and payablepayable immediately by the Guarantor and the Guarantor shall irrevocably deposit, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice at least one Business Day prior to the Company and Acceleration Payment Date, with the Guarantee Trustee in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent U.S. Dollars in immediately available funds an amount equal to the Collateral Shortfall Amount for aggregate Acceleration Payment payable to the Holders of the Preference Shares with respect to which a declaration has been made or the aggregate Acceleration Payment payable to the Holders of all issued and outstanding Preference Shares, as applicable. As soon as reasonably practicable following the deposit of the aggregate Acceleration Payment with the Guarantee Trustee and notice from the Guarantor stating any additional information with respect to the Acceleration Payment, the Guarantee Trustee shall mail or deliver notice to each affected Holder notifying such BorrowerHolders of the information provided by the Guarantor and of the date of the Acceleration Payment (the “Acceleration Payment Date”). In the event of a declaration of acceleration pursuant to the foregoing paragraph because an Event of Default described in clause (d) of Section 6.1 has occurred and is continuing, which funds the declaration of acceleration shall be deposited in automatically annulled if the applicable LC Collateral Account. If, default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by the Guarantor or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 Acceleration Payment would not conflict with respect to any Borrower) and before any judgment or decree for the payment of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of the Obligations due shall Acceleration Payment have been obtained cured or enteredwaived. (1) In the case of an Event of Default specified in Section 6.1(a), (b), (h) or (i) above, each Holder of Preference Shares that has exercised its right to accelerate may, with respect to such Preference Shares, and (2) in the Required Lenders case of an Event of Default specified in Section 6.1(c), (in their sole discretiond) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.or (g)

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to the Borrower or any BorrowerSubsidiary or Qualifying Investment Affiliate, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs and is continuing, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon written notice to the Company and in Borrower. In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days. Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to payunless Administrative Agent is otherwise directed by a court of competent jurisdiction, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay be promptly paid over to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 forty-five (45) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 SECTION 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so may direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 10.6 or 7.7 10.7 occurs with respect to any Borrowerthe Credit Parties, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers LC Issuer to issue Letters of Credit shall LCs will automatically terminate and the Obligations shall will immediately become due and payable without any election or action on the part of the Administrative Agent, the LC Issuer or any Lender or any Issuer and each Borrower the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit LC Obligations of such Borrower at such time over in cash or cash equivalents satisfactory to the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Administrative Agent. If any other Event of Default occursoccurs and is continuing, the Required Lenders (or the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of CreditLCs, or declare the Obligations to be due and payable, or both, whereupon in which event the Obligations shall will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Credit Parties hereby expressly waiveswaive, and (yb) upon notice to the Company Credit Parties and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Credit Parties to pay, and each applicable Borrower the Credit Parties will, forthwith upon such demand and without any further notice or act, immediately pay to the Administrative Agent in immediately available the amount of such LC Obligations. (ii) The Administrative Agent may at any time or from time to time, after such funds are deposited with the Collateral Shortfall Amount for Administrative Agent, apply such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations and any other amounts as may have become due shall have been obtained or entered, and payable by the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice Credit Parties to the Borrowers, rescind and annul such acceleration and/or terminationLenders or the LC Issuer under the Loan Documents.

Acceleration. If On and at any time after the occurrence of an Event of Default described in Section 7.6 which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Parent: (a) cancel the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled; (b) declare that all or 7.7 occurs with respect to any Borrower, the obligations part of the Lenders to make Loans hereunder Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the obligation Finance Documents be immediately due and power payable, at which time they shall become immediately due and payable; (c) declare that all or part of the Issuers Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) declare that cash cover in respect of an amount equal to issue Letters the outstanding amount of any Letter of Credit is immediately due and payable at which time it shall automatically terminate become immediately due and payable; (e) declare that cash cover in respect of an amount equal to the Obligations outstanding amount of any Letter of Credit is payable on demand at which time it shall immediately become due and payable without any election or action on demand by the Agent on the instructions of the Majority Lenders; (f) declare all or any part of the Administrative Agent, any Lender amounts (or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, cash cover in relation to pay to those amounts) outstanding under the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable; (g) declare that all or bothany part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, whereupon at which time they shall immediately become payable on demand by the Obligations Agent on the instructions of the Majority Lenders; and/or (h) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clause 28.10 (US Insolvency Proceedings) in relation to a Borrower the Facility to the extent otherwise available to such Borrower shall cease to be available to that Borrower and all Utilisations made available to such Borrower shall become immediately due and payable and all accrued interest, and all other amounts accrued under the Finance Documents owing from such Borrower shall become immediately due and payable, in each case without presentmentdeclaration, demand, protest notice or notice demand by or to any persons; and provided further that the operation of the above proviso may be waived by the Majority Lenders and that the fact that amounts owing from such Borrower have become immediately due and payable shall not result in any kind, all contingent obligations owed by any other members of which each Borrower hereby expressly waives, the Group under any guarantee under Clause 23 (Guarantee and (yindemnity) upon becoming an actual obligation until the Agent makes the relevant notice to the Company and in addition Parent as directed by the Majority Lenders pursuant to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or terminationClause.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess difference of (x) the amount of Letter of Credit LC Obligations of such Borrower at such time over less (y) the amount on or deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “"Collateral Shortfall Amount”"). If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers Borrower to pay, and each applicable the Borrower will forthwith upon such demand and without any further notice or act pay to the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (i) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (ii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents. (iii) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (iv) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their there sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any Borroweroccurs, ------------ ----------- --- the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuer to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender the Issuer or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Participant. If any other Default occurs, the Administrative Required Providers (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (xProviders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Company hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Agent (such demand may be made in the judgment of the Agent and shall be made at the direction of the Required Providers), the Company shall deposit, or cause to demand payment be deposited, in an account (the "Letter of Credit Cash Collateral -------------------------------- Account") maintained with Bank One in the name of the Agent, for the ratable ------- benefit of the Facility Letter of Credit Providers, cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due in connection with the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to L/C Documents. The Company shall have no control over funds in the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of Bank One having a maturity not exceeding thirty days. Such funds shall be promptly applied to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Company. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Modified Required Lenders Providers (or, in the case of an automatic termination upon the occurrence of a Default under Section ------- 7.6 or 7.7, all the Letter of Credit Providers), in their sole discretion) , shall --- --- so direct, the Administrative Agent shall, by notice to the BorrowersCredit Parties, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers or to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations Lender. If (such difference, the “Collateral Shortfall Amount”). If a) any other Default or (b) any Change in Control occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer or to issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default or any Change in Control, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Agent the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults or the waiver of any Change in Control shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 days ten Business Days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) or Change in Control and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of the Company, any Borrowerof its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Issuing Bank or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occursoccurs with respect to a Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC to the extent excluded from such Default by the provisions of Article VII), the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer Issuing Banks to issue Letters of CreditCredit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each such Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowerssuch Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 10.10 hereof occurs, or 7.7 occurs with respect to any Borrowerthe Borrower or the General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligation and power of the Issuers any Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part Borrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Administrative Agent, any Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, the Administrative Agent may with the consent, or shall at the request, consent of the Required Lenders, may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (xi) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or suspend in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the obligations principal of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Letters of Credit, or declare the Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or bothother notice of any kind, whereupon all of which are hereby waived by the Obligations Borrower. In addition to the foregoing, following the occurrence of an Event of Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without presentment, demand, protest demand or other notice of any kind, all upon the occurrence of which each Borrower hereby expressly waives, and (y) upon notice any Default with respect to the Company Borrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and in addition to performance of the continuing right to demand payment obligations of all amounts payable the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, make demand including the exclusive right of withdrawal, over such account. Other than any interest earned on the Borrowers to payinvestment of such deposits, which investments shall be made at the option and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in immediately available such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Administrative Agent from time to time in its discretion in certificates of deposit of Wells ha▇▇▇▇ a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the applicable Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and to pay any fees or other amounts due with respect thereto. Such funds, if any, remaining in the applicable LC Letter of Credit Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for Account following the payment of the all Obligations due shall have been obtained or enteredin full shall, the Required Lenders (in their sole discretion) shall so direct, unless the Administrative Agent shallis otherwise directed by a court of competent jurisdiction, by notice be promptly paid over to the Borrowers, rescind and annul such acceleration and/or terminationBorrower.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any BorrowerCredit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender LC Issuer or any Issuer Lender, and each Borrower the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable Facility LC Collateral Account, equal to the excess of (x) the amount of Letter of Credit the LC Obligations of such Borrower at such time over minus (y) the amount on deposit in such the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If Without prejudice to the provisions of Section 4.2, if any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, ) may (xa) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer LC Issuers to issue Letters of CreditFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives, waives and (yb) upon notice to the Company Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower the Borrowers will forthwith upon such demand and without any further notice or act pay to the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such BorrowerAmount, which funds shall be deposited in the applicable Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrowers to the Lenders or the LC Issuers under the Loan Documents. (iv) At any time while any Default is continuing, no Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Company or paid to whomever may be legally entitled thereto at such time. (v) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligations and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any BorrowerCredit Party) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Administrative Agent the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to demand the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not exceeding 30 days. Such funds shall be promptly applied by the Administrative Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all amounts payable under this AgreementObligations in full shall, make demand on the Borrowers to payunless Administrative Agent is otherwise directed by a court of competent jurisdiction, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay be promptly paid over to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 ten (10) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Section 7.6 SECTION 8.7 or 7.7 8.8 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs ------------ ----------- --- with respect to the Company or any Borrowerof its Material Subsidiaries, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit hereunder, the obligations of the Swing Loan Lenders to make Swing Loans hereunder and the obligation and power of the Issuers Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Company and each Borrowing Subsidiary shall immediately become due and payable without presentment, demand, protest or notice of any kind (all of which the Company hereby expressly waives) or any other election or action on the part of the Administrative Agent, any Lender, any Swing Loan Lender or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Issuing Lender. If any other Default occursoccurs and is continuing, the Administrative Agent Required Lenders may with the consent, or shall at the request, of the Required Lenders, (x) terminate or suspend the obligations of the Lenders to make Loans hereunder (including, without limitation, Alternate Currency Loans) or purchase participations in Swing Loans and Letters of Credit hereunder, whereupon the obligation of the Swing Loan Lenders to make Swing Loans, the Alternate Currency Banks to make Alternate Currency Loans and the obligation and power of the Issuer Issuing Lenders to issue Letters of Credit, Credit hereunder shall also terminate or be suspended or declare the Obligations of the Company and each Borrowing Subsidiary to be due and payable, or both, in either case upon written notice to the Company and the applicable Borrower, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which each Borrower hereby expressly waives, and (y) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Collateral Shortfall Amount for such Borrower, which funds shall be deposited in the applicable LC Collateral Account. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs ------------ with respect to any the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to or issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Lender Agent or any Issuer and each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”)Lender. If any other Default occurs, the Administrative Required Lenders (or the Agent may with the consent, or shall at the request, consent of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuer to or issue Facility Letters of CreditCredit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives, and (y) upon notice to the Company and in . In addition to the continuing right foregoing, following the occurrence and during the continuance of a Default, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account") maintained with First ---------------------------------------- Chicago in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash in an amount equal to demand payment the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees, expenses and other amounts payable under this Agreement, make demand on due or which may become due with respect thereto. The Borrower shall have no control over funds in the Borrowers to pay, and each applicable Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent in immediately available funds the Letter of Credit Cash Collateral Shortfall Amount for such BorrowerAccount, which funds shall be deposited invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Agent to reimburse the Issuer for drafts drawn from time to time under the Facility Letters of Credit. Such funds, if any, remaining in the applicable LC Letter of Credit Cash Collateral AccountAccount following the payment of all Obligations in full or the earlier termination of all Defaults shall, unless the Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 days ten (10) Business Days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the BorrowersBorrower, rescind and annul such acceleration and/or termination.