Common use of Acceleration Clause in Contracts

Acceleration. If any Default described in Section 8.5 or 8.6 occurs and is continuing with respect to the Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 hereby expressly waives. 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 8.5 or 8.6 with respect to the 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Borrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer or any Lender, and 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 Facility LC Collateral Account, equal to the Collateral Shortfall Amount. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 Borrowers hereby expressly waives. waive, and (b) upon notice to the 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 the Borrowers 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, 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companyany 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 BorrowerBorrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 Sections 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Loan Documents. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. 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 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 8.5 Sections 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Credit Party, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of the LC Obligations at such time minus (y) the amount on deposit in 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 (the “Collateral Shortfall Amount”). If Without prejudice to the provisions of Section 4.2, if any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (i) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 hereby expressly waives. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans waives and of the Issuing Bank(s(ii) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect upon notice to the Borrower or and in addition to the Company) and before any judgment or decree for the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or entered, the Required Lenders (in their sole discretion) shall so direct, act pay to the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationCollateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 8.1.1. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Borrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any LenderLender and the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in 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 and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 Borrowers hereby expressly waives. Ifwaive, 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(b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect to the 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 upon notice to the BorrowerCompany and in addition to the continuing right to demand payment of all amounts payable under this Agreement, rescind make demand on the Company to pay, and annul the Company will, forthwith upon such acceleration and/or terminationdemand 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.

Acceleration. (i) If any Event of Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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 Issuing Bank(s) LC Issuer to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Credit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waives. 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(swaives and/or (b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect upon notice to the Borrower or and in addition to the Company) and before any judgment or decree for the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice act pay to the Borrower, rescind and annul such acceleration and/or terminationAgent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companya Borrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Banks to issue, amend or extend any Facility Letter 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 Agent, any Issuing Bank or any Lender. If any other Default occurs and is continuingwith respect to a Borrower, the Required Lenders (or the Administrative Agent with at the written consent direction of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the obligation of any Lender Issuing Banks to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 the such Borrower hereby expressly waives. 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) Banks to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companysuch 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 (f) or 8.6 (g) of Article VII occurs and is continuing with respect to the Borrower or the Companyany Borrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders Issuers to issue, amend or extend any Facility Letter 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 Agent, any Lender or any LenderIssuer 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 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 and is continuingoccurs, the Required Lenders (or the Administrative Agent may with the written consent consent, or shall at the request, of the Required Lenders, (x) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the Issuers to issue, amend or extend any Facility Letter issue Letters of Credit hereunderCredit, 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 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 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 8.5 (f) or 8.6 (g) of Article VII with respect to the Borrower or the Companyany 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 BorrowerBorrowers, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, either LC Issuer or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waives. . (ii) 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit hereunder LCs as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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. 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, 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 8.5 or 8.6 occurs and is continuing with respect time after occurrence of any Event of Failure to perform which continues: (a) The Credit Agent, upon having received the Borrower or the Company, the obligations Decision of the Lenders to make Loans hereunder and Majority of Creditors, is obliged send the obligations of the Lenders to 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 hereby expressly waives. 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 8.5 or 8.6 with respect to the 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 notification to the Borrower, rescind in which he: (i) will express refusal of the Creditors to 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 of Creditors for rendering of the Credit to the Borrower ceases; and annul (or) (ii) will state the requirement of Creditors to the Borrower about immediate early repayment of the Outstanding Credit or its any part, including the added interest, commission fees and any other amounts due to the Parties of Financing under the Financial Documents; and (or) (iii) will notify the Borrower of the fact that the Creditors are informed on the Event of Failure to Perform and reserve the right to demand immediate early repayment from the Borrower of the Outstanding Credit or its any part, including the added interest, commission fees and any other amounts due to the Parties of Financing under the 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, or to claim based on the 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 their 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 remained after reimbursement of the Creditors and Credit Agent expenditures for such acceleration and/or terminationexecution and payment of the other obligatory payments shall 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 circumstance.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Loan Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Default occurs and is shall be continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and/or (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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. (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 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 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companyany Loan 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the "Collateral Shortfall Amount"). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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 Issuing Bank(s) LC Issuer to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders Issuing Bank to issue, amend or extend any Facility Letter 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 either Agent, the Issuing Bank or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or any Lenderdeposit in 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 (the “Collateral Shortfall Amount”). If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the Issuing Bank to issue, amend or extend any Facility Letter issue Letters of Credit hereunderCredit, 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 hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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(s) Bank to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) with respect to the Borrower or the CompanyBorrower) 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 Borrower, 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. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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 Issuing Bank(s) LC Issuer to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and to participate in Facility Letters of Credit hereunder, and the obligations obligation of the Lenders Issuer to issue, amend or extend any issue Facility Letter Letters of Credit hereunder 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, the Issuer or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) (i) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any purchase participation in Facility Letter Letters of Credit hereunder, (ii) may terminate or suspend the obligations of the Issuer to issue Facility Letters of Credit hereunder, 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 the Borrower hereby expressly waives. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 or 8.6 occurs and is continuing with respect to the Borrower or the Company10.10 hereof occurs, the obligations obligation of the Lenders to make Loans hereunder Advances and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lenderpayable. If any other Event of Default occurs described in Article X hereof occurs, such obligation to make Advances and is continuing, to issue Facility Letters of Credit shall be terminated and at the Required Lenders (or the Administrative Agent with the written consent election of the Required Lenders) , the Obligations may terminate or suspend be declared to be due and payable. In addition to the obligations foregoing, following the occurrence of the Lenders to make Loans hereunder an Event of Default and the obligation of any Lender to issue, amend or extend so long as any Facility Letter of Credit hereunderhas not been fully drawn and has not been cancelled or expired by its terms, or declare upon demand by 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 Required Lenders the Borrower hereby expressly waives. If, within 30 days after acceleration shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the maturity aggregate undrawn face amount 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 all outstanding Facility Letters of Credit hereunder as a result of any Default (and all fees and other than any Default as described in Section 8.5 amounts due or 8.6 which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds shall be 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 Borrower 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 Company) and before any judgment or decree for Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Guarantor under the Loan Documents. In addition to the 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 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 Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 10 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Borrower, Guarantor or the Companyany 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 obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any Facility Letter 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 Agent, the LC Issuer or any Lender. If any other Default occurs and is continuingoccurs, then upon the declaration of the Required Lenders (or the Administrative Agent with at the written consent direction of the Required Lenders) may 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 any Lender the LC Issuer to issue, amend or extend any Facility Letter issue Letters of Credit hereunder, or declare 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 the Borrower hereby expressly waives. 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 Issuing Bank(s) LC Issuer to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower Borrower, Guarantor or the Companyany 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder hereunder, and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer, or any Lender. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waives. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans waives and of the Issuing Bank(s(b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect upon notice to the Borrower or and in addition to the Company) and before any judgment or decree for the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice act pay to the Borrower, rescind and annul such acceleration and/or terminationAgent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Event of Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Parent or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 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 Administrative 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 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 balance, 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 and of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower Parent or the CompanyBorrower) 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 Borrower, 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 8.5 or 8.6 occurs and is continuing writing to the Borrower declare all amounts owing with respect to the Borrower or the Companythis Agreement, the obligations Notes, the Letters of the Lenders to make Loans hereunder Credit and the obligations of the Lenders other Loan Documents to issuebe, amend or extend any Facility Letter of Credit hereunder and they shall automatically terminate and the Obligations shall thereupon forthwith become, immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 other notice of any kind, all of which 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. IfUpon demand by the Agent, within 30 days Issuing Lender or the Majority Lenders in their absolute and sole discretion after acceleration the occurrence of an Event of Default, and regardless of whether the maturity 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 Obligations Letters of Credit and all other Obligations. In the alternative, if demanded by Agent or termination the Issuing Lender in its absolute and sole discretion after the occurrence of an Event of Default, the obligations 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 amount of all Letter of Credit Liabilities. Such amounts will be pledged to and 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 repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations or if there are no outstanding Obligations and Lenders have no further obligation to make Loans and of the Issuing Bank(s) to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect to if such excess no longer exists, such proceeds deposited by the 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 will be released to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 SECTION 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the Companyany Subsidiary or Qualifying Investment Affiliate, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation to issue Facility Letters of any Lender to issue, amend or extend any Facility Letter of Credit hereunderCredit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentmentupon written notice to the Borrower. In addition to the foregoing, demandfollowing 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, protest upon demand by the Administrative Agent or notice of any kindthe Required Lenders, all of which the Borrower hereby expressly waivesshall establish and 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 Obligations in full shall, unless Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 SECTION 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 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 Obligations in full shall, unless the Administrative 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companya Borrower, the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans hereunder and the obligations of the Lenders Credit Extensions to issue, amend or extend any Facility Letter of Credit such Borrower hereunder 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 or any Lender. If any other Default occurs and is continuingwith respect to a Borrower, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans hereunder and the obligation of any Lender Credit Extensions to issue, amend or extend any Facility Letter of Credit such 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 the each Borrower hereby expressly waives. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and Credit Extensions to any Borrower hereunder or acceleration of the Issuing Bank(s) to issue, amend or extend Facility Letters maturity of Credit hereunder the Obligations of any Borrower as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7) with respect to the such 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 such Borrower, rescind and annul such acceleration termination and/or terminationacceleration.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of may and will if directed by the Required Lenders) may , terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation to issue Facility Letters of any Lender to issue, amend or extend any Facility Letter of Credit hereunderCredit, 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 hereby expressly waives. In addition to the 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 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 Obligations in full shall, unless Administrative 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 Loans and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or or, in the Administrative Agent case of clause (x) below, the Majority in Interest with respect to the written consent of applicable Tranche, as the Required Lenderscontext may require), at any time prior to the date that such Default has been fully cured, may (x) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 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 Obligations in full shall, unless the Administrative 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) occurs and is continuing with respect to the Borrower or the Companyany Restricted Subsidiary, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders Issuing Bank to issue, amend or extend any Facility Letter 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 either Agent, the Issuing Bank or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the difference of (x) the amount of LC Exposure at such time less (y) the amount or any Lenderdeposit in 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 (the “Collateral Shortfall Amount”). If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the Issuing Bank to issue, amend or extend any Facility Letter issue Letters of Credit hereunderCredit, 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 hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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(s) Bank to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) with respect to the Borrower or the CompanyBorrower) 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 Borrower, 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 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder Letter of Credit Agent and the obligations of the Lenders to issue, amend issue or extend any Facility Letter 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 Letter of Credit Agent, the Administrative Agent or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Letter of Credit Agent and the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend issue or extend any Facility Letter increase Letters of Credit 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 hereby expressly waives. In addition to the 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 Administrative Agent (which demand shall be made upon the request of the Required Lenders), the Borrower shall deposit Collateral as 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 of the Issuing Bank(s) to issue, amend or extend Facility increase Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower GPLP or the CompanyOwner, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower GPLP or the CompanyOwner) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 occurs and is continuing with respect to the Borrower or the Company7.7 occurs, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit or Swing Line Loans hereunder and the obligations obligation of the Lenders Issuer to issue, amend or extend any Facility Letter 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 Agent, any Issuer or any Lender, and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If any other Default occurs and is continuingoccurs, the Required Lenders may (or the Administrative Agent with the written consent of the Required Lendersa) may 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 of any Lender the Issuer to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 the Borrower hereby expressly waives, or (c) take the action described in both the preceding clauses (a) and (b). 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 8.5 7.6 or 8.6 with respect to the Borrower or the Company7.7) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence and during the continuance of any Default described Event of Default, the Administrative Agent on behalf of the Lenders may, and if so requested by the Majority Lenders shall, declare the Aggregate Commitment to be terminated and reduced to zero and thereby terminate the right of the Borrower to apply for further Borrowings, and in Section 8.5 or 8.6 occurs addition the Administrative Agent may, and is continuing with respect if so requested by the Majority Lenders shall, by written notice to the Borrower or the Company, the obligations declare all Indebtedness and liabilities of the Borrower outstanding to the Lenders to make Loans hereunder and the obligations of the Lenders Administrative Agent hereunder to issue, amend or extend any Facility Letter of Credit hereunder 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 or any Lender. If any other Default occurs and is continuingpresentation, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 other notice of any kind, all of which are expressly waived by the Borrower, provided that the Aggregate Commitment and the right of the Borrower hereby expressly waives. If, within 30 days after acceleration to apply for further Borrowings shall automatically be terminated and all Indebtedness and liabilities of the maturity of the Obligations or termination of the obligations of Borrower to the Lenders to make Loans and of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit Administrative Agent outstanding hereunder as a result of shall be immediately due and payable without any Default (other than any Default as described in Section 8.5 or 8.6 with respect written notice to the 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 respect of the Company) Borrower pursuant to Section 14.1.4. In such event, the Borrower shall pay immediately to the Administrative Agent for the account of the Lenders and before any judgment or decree the Borrower hereby acknowledges that it shall be indebted to the Administrative Agent for the payment of the Obligations due shall have been obtained all amounts owing or enteredpayable by it under this Agreement, the Required Lenders (in their sole discretion) shall so direct, failing which all rights and remedies of the Administrative Agent shall, by notice and the Lenders shall thereupon become enforceable and such payment to the Administrative Agent when made shall be deemed to have been made in discharge of the Borrower's obligations hereunder, rescind and annul the Administrative Agent shall distribute such acceleration and/or terminationproceeds among the Lenders as provided herein.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in 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 and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 hereby expressly waives. 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(b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect upon notice to the Borrower or and in addition to the Company) and before any judgment or decree for the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or enteredact, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice pay to the BorrowerAgent the Collateral Shortfall Amount, rescind and annul such acceleration and/or terminationwhich funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Event of Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Event of Default occurs occurs, so long as an Event of Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 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 Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 10 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 Event of Default (other than any Event of Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrowers, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower Borrowers hereby expressly waiveswaive and (ii) 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 Borrowers under the Loan Documents. In addition to the 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 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 Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrowers. If, within 30 10 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the Companya 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 BorrowerBorrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to a Borrower or, in the Borrower or case of the Company, any of 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 obligations of the Lenders Issuing Banks to issue, amend or extend any Facility Letter 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 Agent, any Issuing Bank or any Lender. If any other Default occurs and is continuingwith 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 Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the obligation of any Lender Issuing Banks to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 the such Borrower hereby expressly waives. 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) Banks to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companysuch 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 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 Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 10 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder hereunder, and the obligations obligation and power of the Lenders LC Issuer to issueissue Facility LCs, amend or extend any Facility Letter of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable and Borrower shall be and become unconditionally obligated to pay the same without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 hereby expressly waives. . (ii) If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans Loans, and the obligation and power of the Issuing Bank(s) LC Issuer to issueissue Facility LCs, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul cancel such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 10.10 hereof occurs, or 8.6 occurs and is continuing with respect to the Borrower or the CompanyGeneral Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 of the Administrative Agent or any LenderBorrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Required Lenders (or the Administrative Agent Agent, with the written consent of the Required Lenders) may terminate or suspend , may, and at the obligations request of the Required Lenders shall, by notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the obligation of any Lender to issueRevolving Commitments shall terminate immediately, amend or extend any Facility Letter of Credit hereunder, or and (ii) declare the Obligations Loans then outstanding to be due and payable in whole (or 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 principal of the Loans 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 any Default with respect to the Borrower hereby expressly waivesdescribed in Section 10.10. If, within 30 days after acceleration of Each such deposit pursuant to this paragraph shall be held by the maturity of Administrative Agent as collateral for the Obligations or termination payment and performance of the obligations of the Lenders to make Loans Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and 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 such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank(s) Bank for LC Disbursements for which it has not been reimbursed and, to issuethe extent not so applied, amend or extend Facility Letters shall be held for the satisfaction of Credit 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 any Default the occurrence of a Default, such amount (other than any Default to the extent not applied as described in Section 8.5 or 8.6 with respect 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 CompanyLetter of Credit Collateral Account, which funds shall be 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 before to pay any judgment fees or decree for other amounts due with respect thereto. Such funds, if any, remaining in the Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Parent or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 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 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 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 and of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower Parent or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 8.5 7.6 or 8.6 occurs and is continuing with respect to the Borrower or the Company7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuers to issue, amend or extend any issue Facility Letter Letters of Credit hereunder 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 or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account, an amount (the "Collateral Shortfall Amount") equal to the excess, if any, of (A) 100% of the sum of the aggregate maximum amount remaining available to be drawn under the Facility Letters of Credit requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time 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. (b) If any other Default occurs and is continuingcontinuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender the Issuers to issue, amend or extend any issue Facility Letter Letters of Credit 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 the Borrower Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, within 30 days after acceleration of upon notice delivered to 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 Borrowers with outstanding Facility Letters of Credit hereunder as a result and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on each such Borrower to deliver (and each such Borrower will, forthwith upon demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the 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 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 (other than any Default as described in Section 8.5 and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or 8.6 with respect evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds 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 Company) and before any judgment or decree for Letter of Credit Collateral Account, apply such funds to 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 Borrowerapplicable 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 8.5 subsection 9.01(g) or 8.6 occurs and is continuing with respect to the Borrower or the Company(h) occurs, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders an Issuer to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Event of Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender an Issuer to issue, amend or extend any issue Facility Letter Letters of Credit 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 Subsidiary Guarantor hereby expressly waives. In addition to the 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 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 shall be 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 Letter of Credit Collateral Account 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 the Issuing Bank(s) an Issuer to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 subsection 9.01 (g) or 8.6 (h) with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companya Borrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Banks to issue, amend or extend any Facility Letter 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 Agent, any Issuing Bank or any Lender. If any other Default occurs and is continuingwith respect to a Borrower, the Required Lenders (or the Administrative Agent with at the written consent direction of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the obligation of any Lender Issuing Banks to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 the such Borrower hereby expressly waives. 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) Banks to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companysuch 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the Companyany Subsidiary or Qualifying Investment Affiliate or Special Qualifying Investment Affiliate, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation to issue Facility Letters of any Lender to issue, amend or extend any Facility Letter of Credit hereunderCredit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentmentupon written notice to the Borrower. In addition to the foregoing, demandfollowing 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, protest upon demand by the Administrative Agent or notice of any kindthe Required Lenders, all of which the Borrower hereby expressly waivesshall establish and 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 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 Obligations in full shall, unless Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 10.10 hereof occurs, or 8.6 occurs and is continuing with respect to the Borrower or the CompanyGeneral Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligations of the Lenders any Issuing Bank to issue, amend or extend any issue Facility Letter 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 of the Administrative Agent or any LenderBorrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Required Lenders (or the Administrative Agent Agent, with the written consent of the Required Lenders) may terminate or suspend , may, and at the obligations request of the Required Lenders shall, by notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the obligation of any Lender to issueRevolving Commitments shall terminate immediately, amend or extend any Facility Letter of Credit hereunder, or and (ii) declare the Obligations Loans then outstanding to be due and payable in whole (or 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 principal of the Loans 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 any Default with respect to the Borrower hereby expressly waivesdescribed in Section 10.10. If, within 30 days after acceleration of Each such deposit pursuant to this paragraph shall be held by the maturity of Administrative Agent as collateral for the Obligations or termination payment and performance of the obligations of the Lenders to make Loans Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and 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 such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank(s) Bank for LC Disbursements for which it has not been reimbursed and, to issuethe extent not so applied, amend or extend Facility Letters shall be held for the satisfaction of Credit 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 any Default the occurrence of a Default, such amount (other than any Default to the extent not applied as described in Section 8.5 or 8.6 with respect 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 CompanyLetter of Credit Collateral Account, which funds shall be 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 before to pay any judgment fees or decree for other amounts due with respect thereto. Such funds, if any, remaining in the Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any an Event of Default described (other than an Event of Default specified in Section 8.5 6.01(5) or 8.6 occurs and is continuing with respect to the Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default (6) hereof) occurs and is continuing, the Required Lenders (Trustee by notice to the Company, or the Administrative Agent with the written consent Holders of at least 25% in aggregate Principal Amount of the Required Lenders) may terminate or suspend Securities at the obligations of time outstanding by notice to the Lenders to make Loans hereunder Company and the obligation of any Lender to issueTrustee, amend or extend any Facility Letter of Credit hereunder, or may declare the Obligations Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) to the date of declaration on all the Securities to be due and payable, or both, whereupon the Obligations shall become immediately due and payable. Upon such a declaration, such Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) shall become and be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) hereof occurs and is continuing, the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities shall become and be immediately due and payable without presentment, demand, protest any declaration or notice of any kind, all of which other act on the Borrower hereby expressly waives. If, within 30 days after acceleration part of the maturity Trustee or any Holders. The Holders of a majority in aggregate Principal Amount of the Obligations or termination of Securities at 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 8.5 or 8.6 with respect to the 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 shalltime outstanding, by notice to the BorrowerCompany and the Trustee (and without notice to any other Holder), may rescind an acceleration and annul its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 hereof have been paid. No such acceleration and/or terminationrescission shall affect any subsequent or other Default or Event of Default or impair any consequent right.

Acceleration. If On and at any time after the occurrence of an Event of Default described in Section 8.5 or 8.6 occurs and which is continuing with respect the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower or Borrower: (a) cancel the CompanyTotal 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 obligations of the Lenders to issueIntercreditor Agreement, amend declare that all 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 Utilisations, together with accrued interest, and all other amounts accrued or any Lender. If any other Default occurs and is continuing, outstanding under the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, or declare the Obligations to Finance Documents be immediately 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 the Borrower hereby expressly waives. Ifits rights, within 30 days after acceleration remedies, powers or discretions under any of the maturity Finance Documents and/or the High Yield Note Documents and/or (if the High Yield Note Refinancing has occurred) any document or instrument in respect of the Obligations high yield notes issued pursuant to the High Yield Note Refinancing and/or any document or termination instrument in respect 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 8.5 or 8.6 with respect high yield notes issued pursuant to the Borrower or Additional High Yield Notes and/or (if the CompanyAdditional High Yield Note Refinancing has occurred) and before any judgment or decree for pursuant to 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 Borrower, rescind – Amended and annul such acceleration and/or termination.Restated Facilities Agreement

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyREIT, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyREIT) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence of any Event of Default described in Section 8.5 the foregoing subsections 8.1(F) or 8.6 occurs and is continuing with respect to the Borrower or the Company8.1(G), the obligations unpaid principal amount of and accrued interest and fees on the Lenders to make Loans hereunder and Loans, payments under the obligations of the Lenders to issue, amend or extend any Facility Letter Lender Letters of Credit hereunder 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower are hereby expressly waiveswaived by Borrower, 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. IfUpon the occurrence and during the continuance of any other Event of Default, within 30 days after acceleration 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 maturity Loans and 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 termination 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 Risk Participation Liability (whether or not any beneficiary under any Lender Letter of Credit or any issuer of any letter of credit shall have presented, or shall be 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 any way the obligations of the Lenders to make Revolving Loans and by remitting to Agent the unreimbursed amount of the Issuing Bank(s) to issue, amend any payments made by Agent or extend Facility any Lender under any Lender Letters of Credit hereunder or Risk Participation Agreement as a result of any Default (other than any Default as described provided in Section 8.5 or 8.6 with respect to the 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 Borrower, rescind and annul such acceleration and/or terminationsubsection 2.1(D)(2).

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower under the Loan Documents and to exercise all other rights and remedies available under applicable law. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 8.5 7.6 or 8.6 occurs and is continuing with respect to the Borrower or the Company7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuers to issue, amend or extend any issue Facility Letter Letters of Credit hereunder 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 either Agent or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, 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 (the "Collateral Shortfall Amount") equal to the excess, if any, of (A) 100% of the sum of the aggregate maximum amount remaining available to be drawn under the Facility Letters of Credit requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time 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. (b) If any other Default occurs and is continuingcontinuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender the Issuers to issue, amend or extend any issue Facility Letter Letters of Credit 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 the Borrower Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, within 30 days after acceleration of upon notice delivered to 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 Borrowers with outstanding Facility Letters of Credit hereunder as a result and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on each such Borrower to deliver (and each such Borrower will, forthwith upon 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 (other than any Default as described in Section 8.5 and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further act or 8.6 with respect evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent as additional funds 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 Administrative Agent may at any time or from time to time after funds are deposited in the Company) and before any judgment or decree for Letter of Credit Collateral Account, apply such funds to 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 Borrowerapplicable 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. (i) If any Event of Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the "Collateral Shortfall Amount"). If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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 Issuing Bank(s) LC Issuer to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.6 or 8.6 8.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Revolving Credit Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Revolving Credit Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter and/or issue Letters of Credit 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 hereby expressly waives. In addition to the 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 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 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 Section, which funds shall be 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 Letter of Credit Cash Collateral Account 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 of the Issuing Bank(s) to issue, amend or extend Facility and/or issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.6 or 8.6 8.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Revolving Loans hereunder, the obligation of the Swingline Lender to make Swingline Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer, the Swingline Lender or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) 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 any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waives. . (ii) 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 Issuing Bank(s) Swingline Lender to issue, amend or extend make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 11.1.1. If any Event of Default described in Section 8.5 10.1.6 or 8.6 10.1.7 occurs and is continuing with respect to the Borrower or the CompanyCredit Parties, the obligations of the Lenders to make Advances and Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any Facility Letter of Credit hereunder shall issue 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 Agent, the LC Issuer or any LenderLender and the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to deposit in an account with the Administrative Agent an amount in immediately available funds equal to the amount of LC Obligations in cash or cash equivalents reasonably satisfactory to the Administrative Agent, which funds will be applied pursuant to Section 11.1.2. If any other Event of Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any Facility Letter of Credit hereunderissue LCs, 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 the Borrower Borrowers hereby expressly waives. Ifwaive, 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(b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect on notice to the Borrower 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 the Borrowers will, forthwith on such demand and without any further notice or act, immediately pay to the Company) and before Administrative Agent the amount in immediately available funds equal to the amount of such LC Obligations, which funds will be applied pursuant to Section 11.1.2. 11.1.2. The Administrative Agent may at any judgment time or decree for from time to time, after such funds are deposited with the Administrative Agent, apply such funds to 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 Borrower, rescind and annul such acceleration and/or terminationwithin three (3) Business Days after all Events of Default have been cured or waived.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Parent or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower and the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable law. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower Parent or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 8.5 7.6 or 8.6 occurs and is continuing with respect to the Borrower or the Company7.7 occurs, (i) the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuers to issue, amend or extend any issue Facility Letter Letters of Credit hereunder 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 or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account, an amount (the "Collateral Shortfall Amount") equal to the excess, if any, of (A) 100% of the sum of the aggregate maximum amount remaining available to be drawn under the Facility Letters of Credit requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time 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. (b) If any other Default occurs and is continuingcontinuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender the Issuers to issue, amend or extend any issue Facility Letter Letters of Credit 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 the Borrower Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, within 30 days after acceleration of upon notice delivered to 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 Borrowers with outstanding Facility Letters of Credit hereunder as a result and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on each such Borrower to deliver (and each such Borrower will, forthwith upon demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the 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 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 (other than any Default as described in Section 8.5 and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or 8.6 with respect evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds 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 Company) and before any judgment or decree for Letter of Credit Collateral Account, apply such funds to 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 Borrowerapplicable 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 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Borrower, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, the LC Issuer or any LenderLender and the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in 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 and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuer to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 Borrowers hereby expressly waives. Ifwaive, 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(b) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect to the 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 upon notice to the BorrowerCompany and in addition to the continuing right to demand payment of all amounts payable under this Agreement, rescind make demand on the Company to pay, and annul the Company will, forthwith upon such acceleration and/or terminationdemand 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.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or Lenders, at any time prior to the Administrative Agent with the written consent of the Required Lenders) date that such Default has been fully cured, may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation to issue Facility Letters of any Lender to issue, amend or extend any Facility Letter of Credit hereunderCredit, 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 the Borrower hereby expressly waiveswaives and (ii) 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. In addition to the 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 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 Obligations in full shall, unless the Administrative 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 the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Parent or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower and the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable law. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower Parent or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the Commitments and all other obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any LenderLender and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of may, and will if directed by the Required Lenders) may , terminate or suspend the Commitments and all other obligations of the Lenders to make Loans hereunder and to issue Facility Letters of Credit, whereupon (in the obligation case of any Lender to issue, amend or extend any Facility Letter of Credit hereundertermination) 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 the Borrower hereby expressly waives. In addition to the 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 make if requested to by the applicable Required Lenders) and automatically upon the occurrence of any Default described in 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 Account shall be subject to the provisions 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 and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 or 8.6 occurs and is continuing with respect to the Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 hereby expressly waives. 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 8.5 or 8.6 with respect to the 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make the Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or Lenders, at any time prior to the Administrative Agent with the written consent of the Required Lenders) date that such Default has been fully cured, may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit Loan hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by 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 any Subsidiary Guarantor under the Loan Documents (or if no such direction is given within 30 days after a request for direction, the Administrative Agent may proceed to exercise such rights and remedies as the Administrative Agent may deem in the best interests of the Lenders, in its sole discretion, to collect such amounts). 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 Section 8.8 ------------ ----------- ----------- occurs and is continuing with respect to the Borrower General Partner or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation to issue Facility Letters of any Lender to issue, amend or extend any Facility Letter of Credit hereunderCredit, 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 hereby expressly waives. In addition to the 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 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 Obligations in full shall, unless Administrative 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 and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the Company----------- --- 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower Parent or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Bank One's obligation to issue, amend or extend any issue Facility Letter of Credit LCs hereunder shall automatically terminate and the Obligations shall immediately Immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder Hereunder (and the Bank One may in its sole discretion terminate or suspend its obligation of any Lender to issue, amend or extend any issue Facility Letter of Credit LCs 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 of the Parent and the Borrower hereby expressly waives. Any amounts paid by the Parent or the Borrower to the Administrative Agent on account of Outstanding Facility LCs shall be held by the Administrative Agent as cash collateral for the obligations of the Borrower with respect to unpaid LC Drawings relating thereto, and each of the Parent and the Borrower hereby grants to the Administrative Agent a first perfected security interest in said cash and authorizes the Administrative Agent to apply such cash on account of future LC Drawings as such become payable by the Borrower. If, within 30 five (5) 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower Parent or the CompanyBorrower) 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 Parent or the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 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 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 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 Obligations in full shall, unless the Administrative 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 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) occurs and is continuing with respect to the Borrower or the Companyany Restricted Subsidiary, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders Issuing Bank to issue, amend or extend any Facility Letter 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 either Agent, the Issuing Bank or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the difference of (x) the amount of LC Exposure at such time less (y) the amount or any Lenderdeposit in 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 (the “Collateral Shortfall Amount”). If any other Event of Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the Issuing Bank to issue, amend or extend any Facility Letter issue Letters of Credit hereunderCredit, 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 hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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 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 the Collateral Shortfall Amount, which funds shall be deposited in the 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 LEGAL02/36800330v21 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(s) Bank to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 8.5 8.1(f) or 8.6 Section 8.1(g) with respect to the Borrower or the CompanyBorrower) 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 Borrower, 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 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders Lender to make Loans hereunder and the obligations of the Lenders make, renew or convert Advances or to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) Lender may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issuemake, amend renew or extend any Facility Letter convert Advances or to issue Letters of Credit 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 hereby expressly waives. In either event, the Obligations shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives. The remedies of the Lender specified in this Agreement and the other Loan Documents shall not be exclusive and the Lender may avail itself of any of the remedies provided by law as well as any equitable remedies available to the Lender, and each and every remedy shall be cumulative and concurrent and shall be in addition to every other remedy now or hereafter existing at law or in equity. If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders Lender to make Loans and of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit Advances hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders Lender (in their its sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, may rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the Companyany Credit Party, the obligations of the Lenders to make Loans hereunder and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer or any Lender, and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of the LC Obligations at such time minus (y) the amount on deposit in 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 (the “Collateral Shortfall Amount”). If Without prejudice to the provisions of Section 4.2, if any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 each Borrower hereby expressly waiveswaives and (b) upon notice to the 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 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 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 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 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 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companyany Credit 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 BorrowerBorrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Bank One's obligation to issue, amend or extend any issue Facility Letter of Credit LCs 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder (and the Bank One may in its sole discretion terminate or suspend its obligation of any Lender to issue, amend or extend any issue Facility Letter of Credit LCs 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 hereby expressly waives. Any amounts paid by the Borrower to the Administrative Agent on account of Outstanding Facility LCs shall be held by the Administrative Agent as cash collateral for the obligations of the Borrower with respect to unpaid LC Drawings relating thereto, and the Borrower hereby grants to the Administrative Agent a first perfected security interest in said cash and authorizes the Administrative Agent to apply such cash on account of future LC Drawings as such become payable by the Borrower. If, within 30 five (5) 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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. ncbcrex.htm 14534489\V-10 In addition to the 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 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 Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 30 10 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 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If With respect to: (a) any Matured Default described in Section 8.5 or 8.6 occurs clause (i) of the definition thereof, all of the Liabilities shall automatically become immediately due and is continuing with respect payable, the Borrower shall without demand pay into the Holding Account an amount equal to the Borrower or the Companyaggregate undrawn amount of all outstanding LCs, and the obligations of the Lenders to make Loans hereunder Loans, the Swing Line Lender to make Swing Line Loans, and the obligations Issuers to issue or cause the issuance of LCs and the Lenders to issue, amend or extend any Facility Letter of Credit hereunder Commitments shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payableterminate, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of acceleration) of any kind, all of which are expressly waived by the Borrower, and (b) any other Matured Default, the Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower hereby expressly waives. Ifand the Lenders, within 30 days after acceleration of (i) declare the maturity of the Obligations or termination of the several obligations of the Lenders to make Loans Loans, the Swing Line Lender to make Swing Line Loans, and the Issuers and to issue or cause the issuance of LCs and the Commitments to be terminated, whereupon such obligations and the Commitments of each Lender shall terminate, and (ii) declare all of the Issuing Bank(sLiabilities to be due and payable, whereupon the Liabilities shall become and be due and payable and the Borrower shall be required to pay into the Holding Account an amount equal to the aggregate undrawn amount of all outstanding LCs, without presentment, demand, protest or further notice (including without limitation, notice of intent to accelerate and notice of acceleration) of any kind, all of which are expressly waived by the Borrower. In addition to issuethe remedies otherwise set forth in this Section 11.1, amend or extend Facility Letters the Borrower agrees to pay into the Holding Account an amount equal to the aggregate undrawn amount of Credit hereunder as a result all outstanding Existing LCs immediately upon the occurrence of any Default or Event of Default (other than determined without regard to any waiver or amendment designed to avoid such Default as described or Event of Default unless otherwise agreed in Section 8.5 or 8.6 with respect to the 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, writing by notice to the Borrower, rescind and annul such acceleration and/or terminationU.S. Bank).

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders or to issue, amend or extend any issue Facility Letter 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 or any Lender. If If (a) any other Default occurs and is continuingor (b) any Change in Control occurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender or to issue, amend or extend any issue Facility Letter Letters of Credit 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 hereby expressly waives. In addition to the 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 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 Cash Collateral Account, which funds shall be 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 Letter of Credit Cash Collateral Account 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower Borrower) or the Company) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to a Borrower or, in the Borrower or case of the Company, any of 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 obligations of the Lenders Issuing Banks to issue, amend or extend any Facility Letter 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 Agent, any Issuing Bank or any Lender. If any other Default occurs and is continuingwith 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 Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the obligation of any Lender Issuing Banks to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 the such Borrower hereby expressly waives. 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) Banks to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companysuch 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 10.10 hereof occurs, or 8.6 occurs and is continuing with respect to the Borrower or the CompanyGeneral Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligations of the Lenders any Issuing Bank to issue, amend or extend any issue Facility Letter 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 of the Administrative Agent or any LenderBorrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Required Lenders (or the Administrative Agent Agent, with the written consent of the Required Lenders) may terminate or suspend , may, and at the obligations request of the Required Lenders shall, by notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the obligation of any Lender to issueRevolving Commitments shall terminate immediately, amend or extend any Facility Letter of Credit hereunder, or and (ii) declare the Obligations Loans then outstanding to be due and payable in whole (or 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 principal of the Loans 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 any Default with respect to the Borrower hereby expressly waivesdescribed in Section 10.10. If, within 30 days after acceleration of Each such deposit pursuant to this paragraph shall be held by the maturity of Administrative Agent as collateral for the Obligations or termination payment and performance of the obligations of the Lenders to make Loans Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and 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 such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank(s) Bank for LC Disbursements for which it has not been reimbursed and, to issuethe extent not so applied, amend or extend Facility Letters shall be held for the satisfaction of Credit 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 any Default the occurrence of a Default, such amount (other than any Default to the extent not applied as described in Section 8.5 or 8.6 with respect 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 CompanyLetter of Credit Collateral Account, which funds shall be 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 before to pay any judgment fees or decree for other amounts due with respect thereto. Such funds, if any, remaining in the Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 Sections 8.01(a), (b), (c), (d) or 8.6 occurs and is continuing with respect (e) of this Indenture occurs, the Trustee, by written notice to the Borrower or Authority, the Bank and the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issuemay declare, 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations Bank, and shall declare, upon written request of the Lenders Owners of twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, the principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to make Loans hereunder be immediately due and payable. If any Event of Default described in Section 8.01(f), (g) or (h) occurs, the Trustee, by written notice to the Authority, the Bank and the obligation of any Lender to issueCompany, amend or extend any Facility Letter of Credit hereunder, or shall declare the Obligations principal amount of all Bonds then Outstanding, together with the interest accrued thereon, to be immediately due and payable, and no consent of the Bank shall be required. The date as of which the Trustee declares the principal of the Outstanding Bonds to be due and payable, or both, whereupon payable is herein referred to as the Obligations “Acceleration Date.” The Bonds shall become immediately due and payable, without presentmentat a price equal to 100% of the aggregate principal amount thereof plus interest accrued to the Acceleration Date (the “Acceleration Price”), demandon the first (1st) Business Day following the Acceleration Date (the “Payment Date”). Upon declaring the Bonds immediately due and payable in accordance with the foregoing paragraph, protest the Trustee shall immediately exercise such rights as it may have under the Loan Agreement to declare all payments thereunder to be immediately due and payable and shall immediately make a draw upon the Letter of Credit for the amount that is required to pay the Acceleration Price on the Payment Date. Upon receipt by the Trustee of the full amount drawn on the Letter of Credit pursuant to the foregoing provisions and provided that sufficient Available Money is in the Bond Fund to pay all sums due and payable to the Bondholders, (i) interest on the Bonds shall cease to accrue on the Acceleration Date, and (ii) the Bank shall be subrogated to all right, title and interest of the Trustee and the Bondholders in and to the Loan Agreement, the Project Facilities and any other security held for the payment of the Bonds (except any funds held in the Bond Fund or any account with respect to Undelivered Bonds which are identified for the payment of the Bonds or the Purchase Price of Undelivered Bonds and any funds in the Rebate Fund) all of which, upon payment of any fees and expenses due and payable to the Trustee pursuant to the Loan Agreement or this Indenture, shall be assigned by the Trustee to tile Bank. As soon as possible, the Trustee shall give written notice of any kindacceleration of the Bonds to the Bondholders. Such notice of acceleration (i) shall be given in the name of the Authority; (ii) shall identify the accelerated Bonds (by name, all date of which issue, interest rate and maturity date); (iii) shall specify the Borrower hereby expressly waivesAcceleration Date; (iv) shall specify the Payment Date and the Acceleration Price; (v) shall state that the interest on the Bonds ceased to accrue on the Acceleration Date; (vi) shall state the reason for the acceleration; and (vii) shall state that on the Payment Date the Acceleration Price will be payable at the Designated Office of the Trustee. The Trustee shall use “CUSIP” numbers on such notice as a convenience to Bondholders and such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of acceleration and that reliance may be placed only on the registration number and description printed on the Bonds. A copy of such notice of acceleration shall be mailed, by registered, certified or overnight mail, to each Rating Agency, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of such acceleration. If, within 30 days after acceleration the principal of and interest on the maturity of the Obligations or termination of the obligations of the Lenders Bonds has been so declared to make Loans be due 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 8.5 or 8.6 with respect to the Borrower or the Company) payable immediately and before any judgment or decree for the payment of the Obligations money due shall have been obtained or entered, all arrears of principal and interest on Bonds are paid, the Required Lenders Letter of Credit is reinstated (in their sole discretionan amount not less than the principal amount of the Outstanding Bonds plus (i) if the Bonds are Floating Rate Bonds, 50 days’ interest on the Outstanding Bonds calculated at the Maximum Rate, or (ii) if the Outstanding Bonds are Fixed Rate Bonds, interest on the Outstanding Bonds at the Fixed Rate for the number of days required by Section 5.01), the reasonable charges and expenses of the Trustee are paid or duly provided for to the satisfaction of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall so directhave been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Administrative Agent shallOwners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the BorrowerAuthority, the Bank, the Company and the Trustee, or the Trustee, if such declaration was made by the Trustee, may, on behalf of the Owners of all Bonds, rescind and annul such acceleration and/or terminationdeclaration and its consequences and waive such default. No such rescission and annulment shall extend to or affect any subsequent default or impair or exhaust any right or power in consequence thereof. Any of the foregoing provisions to the contrary notwithstanding, except upon the occurrence of an Event of Default described in Section 8.01 (f), (g) or (h), no Owners of Bonds shall have any right to require the Trustee to accelerate the Bonds, and the Trustee shall not be obligated to give any Bondholder notice of a default under the Indenture, the Loan Agreement or any other documents executed and delivered in connection with the Bonds, unless the Bank shall be in default of its obligations under the Letter of Credit or a voluntary or involuntary case has been commenced by or against the Bank by the filing of a petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts.

Acceleration. If Borrower fails to pay when due any Default described in Section 8.5 one of the installments due under this Note within ten (10) days after the date on which it is due, or 8.6 occurs upon the occurrence of any other Default, the entire Debt, including Principal Balance, and is continuing with respect all other sums paid or advanced by Lender to or on behalf of Borrower pursuant to the Borrower or the Companyterms of this Note, the obligations 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 obligations option of the Lenders to issue, amend or extend any Facility Letter of Credit hereunder shall automatically terminate and the Obligations shall Lender become immediately become due and payable without any election further notice or action on demand and Lender may forthwith exercise the part of the Administrative Agent or any Lender. If any other Default occurs remedies available to Lender at law and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder in equity as well as those remedies set forth in this Note and the obligation of any Lender to issue, amend Loan Documents and one or extend any Facility Letter of Credit 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 hereby expressly waives. 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 8.5 or 8.6 with respect to the Borrower or the Company) and before more executions may forthwith issue on any judgment or decree for judgments obtained by virtue thereof. Upon exercise of this option by ▇▇▇▇▇▇, the entire Principal Balance and any other amounts owed to Lender hereunder or under any of the Loan Documents shall bear interest until paid at the Default Rate. Any tender of payment of the Obligations due amount necessary to satisfy the entire indebtedness evidenced hereby made following acceleration shall have been obtained be subject to and must include payment of the 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower any Borrower, Industries or the Companyany other Guarantor, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders or to issue, amend or extend any issue Facility Letter Letters of Credit hereunder shall automatically terminate (whereupon the Commitments and the Swing Line Commitment shall terminate immediately) and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans or to issue Facility Letters of Credit hereunder (whereupon the Commitments and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunderSwing Line Commitment shall terminate immediately), 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 each Borrower hereby expressly waiveswaives and whether or not any beneficiary of any Facility Letter of Credit or any transferee thereof shall have presented, or is permitted at such time to present, the drafts and other documents required under any Facility Letter of Credit. In addition to the foregoing, following a Default under Section 7.2, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired, upon written demand by the Agent, the Borrowers shall deposit and maintain with the Agent an account with cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit issued by the Issuers and all fees and other amounts due or which may become due with respect thereto. The Borrowers shall have no control over funds in such cash deposit account, which shall be non-interest bearing. Such funds shall be promptly transferred by the Agent to the applicable Issuer to reimburse it for drafts drawn under the Facility Letters of Credit. Such funds, if any, remaining in such cash deposit account following the payments of all Obligations in full shall be promptly paid over to the Borrowers. 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 of the Issuing Bank(s) to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the 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 Borrower, rescind and annul such acceleration and/or termination.any

Acceleration. (a) If any Default described in Section 8.5 8.7 or 8.6 occurs and is continuing with respect to the Borrower or the CompanySection 8.8 occurs, the obligations of the Lenders to make the Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter of Credit hereunder shall automatically terminate terminate, the “Applicable Maturity Date” shall be deemed to have occurred, and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make the Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, and the “Applicable Maturity Date” shall deemed to have occurred, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If such Default occurs after the first anniversary of the Effective Date, the applicable Repayment Fee shall automatically become due and payable by Borrower as liquidated damages and not as a penalty. (b) If, within 30 thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make the 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 8.5 8.7 or 8.6 with respect to the Borrower or the CompanySection 8.8) 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 Borrower, rescind and annul such acceleration and/or termination. (c) Upon acceleration, Agent and Lenders, without notice to or demand upon Borrower, which is expressly waived by Borrower to the fullest extent permitted by law, shall be entitled to proceed to protect, exercise and enforce its rights and remedies hereunder or under the other Loan Documents, or any other rights and remedies as are provided by law or equity. Agent may determine, in its sole discretion, the order and manner in which Agent’s and Lenders’ rights and remedies are to be exercised. (d) At any time a Default has occurred and is continuing, Agent may (a) provide notice to the Account Bank or securities intermediary, as applicable, that a Default has occurred hereunder and (b) exercise its rights under the Control Agreements to give directions and instructions with respect to the Deposit Accounts and Securities Accounts covered thereby, as applicable, and to exclude Borrower from access to the Deposit Accounts and Securities Accounts subject to the Control Agreements and the ability to give directions and instructions with respect to the accounts covered thereby. All payments received by Agent and Lenders at any time after a Default has occurred and is continuing shall be applied to the Obligations as determined by Agent in its sole discretion.

Acceleration. If any Default described in Section 8.5 SECTION 8.6 or 8.6 8.7 occurs and is continuing with respect to TLGI or the Borrower or the Company(but not with respect to any other Subsidiary), the obligations of the Lenders to make Revolving Loans or purchase participations in Swing Line Loans and Letters of Credit hereunder and the obligations obligation of the Lenders Swing Line Lender to issue, amend or extend any Facility Letter make Swing Line Loans and the obligation of the L/C Issuer 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 Agent, the L/C Issuer, the Swing Line Lender or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders may (or the Administrative Agent with the written consent of the Required Lendersa) may terminate or suspend the obligations of the Lenders to make Revolving Loans hereunder and purchase participations in Swing Line Loans and Letters of Credit hereunder, whereupon the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of any Lender the L/C Issuer to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder shall also terminate or be suspended, or (b) 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 TLGI and the Borrower hereby expressly waiveswaive, or (c) take the action described in both the preceding CLAUSE (a) and the preceding CLAUSE (b). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Revolving 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 8.5 SECTION 8.6 or 8.6 8.7 with respect to TLGI, the Borrower or the Companyany other Subsidiary) 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 TLGI and the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 10.10 hereof occurs, or 8.6 occurs and is continuing with respect to the Borrower or the CompanyGeneral Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans hereunder Borrowings and the obligations of the Lenders any Issuing Bank to issue, amend or extend any issue Facility Letter 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 of the Administrative Agent or any LenderBorrower. If any other Event of Default described in Article X hereof occurs and is continuing, the Required Lenders (or the Administrative Agent Agent, with the written consent of the Required Lenders) may terminate or suspend , may, and at the obligations request of the Required Lenders shall, by notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the obligation of any Lender to issueRevolving Commitments shall terminate immediately, amend or extend any Facility Letter of Credit hereunder, or and (ii) declare the Obligations Loans then outstanding to be due and payable in whole (or 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 principal of the Loans 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 any Default with respect to the Borrower hereby expressly waivesdescribed in Section 10.10. If, within 30 days after acceleration of Each such deposit pursuant to this paragraph shall be held by the maturity of Administrative Agent as collateral for the Obligations or termination payment and performance of the obligations of the Lenders to make Loans Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and 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 such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank(s) Bank for LC Disbursements for which it has not been reimbursed and, to issuethe extent not so applied, amend or extend Facility Letters shall be held for the satisfaction of Credit 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 any Default the occurrence of a Default, such amount (other than any Default to the extent not applied as described in Section 8.5 or 8.6 with respect 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 CompanyLetter of Credit Collateral Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of Well▇ ▇▇▇ing 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 before to pay any judgment fees or decree for other amounts due with respect thereto. Such funds, if any, remaining in the Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 Sections 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Loan Documents. In addition to the 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 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 Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. 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 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 8.5 Sections 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder hereunder, and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer, or any Lender. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the "Collateral Shortfall Amount"). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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. (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 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 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. (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 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder hereunder, and the obligations obligation and power of the Lenders LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunder 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 Agent, any LC Issuer, or any Lender. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in 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 (the “Collateral Shortfall Amount”). If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of any Lender the LC Issuers to issue, amend or extend any issue Facility Letter of Credit hereunderLCs, 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 the Borrower hereby expressly waiveswaives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, 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. (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 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 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. (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 paid in full in cash and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be returned promptly 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 Issuing Bank(s) LC Issuers to issue, amend or extend issue Facility Letters of Credit LCs hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 with respect to the 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 Borrower, rescind and annul such acceleration and/or termination.Section

Acceleration. If any Event of Default described in Section 8.5 or 8.6 occurs and is continuing with respect to the Borrower or the CompanySECTION 10.10 hereof occurs, the obligations obligation of the Lenders to make Loans Advances hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lenderpayable. If any other Event of Default occurs described in ARTICLE X hereof shall have occurred and is be continuing, the Required Lenders Agent may (or the Administrative Agent with the written consent and upon demand of the Required Lenders, shall) may terminate or suspend the obligations of the Lenders notify Borrower that such obligation to make Loans hereunder Advances and to issue Facility Letters of Credit has terminated and the obligation Obligations shall immediately become due and payable. In addition to the foregoing, following the occurrence of any Lender to issue, amend or extend and during the continuance of an Event of Default and so long as any Facility Letter of Credit hereunderhas not been fully drawn and has not been cancelled or expired by its terms, or declare upon written demand by the Obligations to be due and payableRequired Lenders, 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 hereby expressly waives. If, within 30 days after acceleration shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the maturity aggregate undrawn face amount 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 all outstanding Facility Letters of Credit hereunder as a result of any Default (and all fees and other than any Default as described in Section 8.5 amounts due or 8.6 which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds shall be invested by the 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 Borrower or Agent to reimburse the Company) and before any judgment or decree 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 the all Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent full shall, unless the Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 or 8.6 occurs and is continuing with respect to the Borrower or the Company10.10 hereof occurs, the obligations obligation of the Lenders to make Loans hereunder Borrowings and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lenderpayable. If any other Event of Default occurs described in Article X hereof occurs, such obligation to make Borrowings and is continuing, to issue Facility Letters of Credit shall be terminated and at the Required Lenders (or the Administrative Agent with the written consent election of the Required Lenders) , the Obligations may terminate or suspend be declared to be due and payable. In addition to the obligations foregoing, following the occurrence of the Lenders to make Loans hereunder an Event of Default and the obligation of any Lender to issue, amend or extend so long as any Facility Letter of Credit hereunderhas 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 (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or declare LC Disbursements in an Alternative Currency that the Obligations Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to be due deposit such cash collateral shall become effective immediately, and payable, or both, whereupon the Obligations such deposit shall become immediately due and payable, without presentment, demand, protest demand or other notice of any kind, all upon the occurrence of any Default with respect to any Borrower described in Section 10.10. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11. Each such deposit pursuant to this paragraph or pursuant to Section 2.11 shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of each Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and 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 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 hereby expressly waives. Iffor the LC Exposure at such time or, within 30 days after acceleration of if the maturity of the Obligations or termination Loans has been accelerated (but subject to the consent of Domestic Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Lenders such Borrower under this Agreement. If a Borrower is required to make Loans and provide an amount of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit 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 such Borrower within three Business Days after all Defaults have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.11, and no Default shall have occurred and be continuing. The Borrower shall have no control over funds in the Letter of Credit Collateral Account, which funds shall be 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 Default (fees or other than any Default as described in Section 8.5 or 8.6 amounts due with respect to thereto. Such funds, if any, remaining in the Borrower or the Company) and before any judgment or decree for Letter of Credit Collateral 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to a Borrower or, in the Borrower or case of the Company, any of 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 obligations of the Lenders Issuing Banks to issue, amend or extend any Facility Letter 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 Agent, any Issuing Bank or any Lender. If any other Default occurs and is continuingwith 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 Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the obligation of any Lender Issuing Banks to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder 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 a Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the such Borrower hereby expressly waives. 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) Banks to issue, amend or extend Facility issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the Companysuch 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 8.5 8.7 or 8.6 8.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Event of Default occurs occurs, so long as an Event of Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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. If, within 30 10 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 Event of Default (other than any Event of Default as described in Section 8.5 8.7 or 8.6 8.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make the Loans hereunder and the obligations of the Lenders to 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 or any LenderLender and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If any other Default occurs and is continuingoccurs, the Required Lenders (or Lenders, at any time prior to the Administrative Agent with the written consent of the Required Lenders) date that such Default has been fully cured, may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit Loan hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by 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 (or if no such direction is given within 30 days after a request for direction, the Administrative Agent may proceed to exercise such rights and remedies as the Administrative Agent may deem in the best interests of the Lenders, in its sole discretion, to collect such amounts). 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 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.7 or 8.6 7.8 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the Commitments and all other obligations of the Lenders to make Loans hereunder and the obligations of the Lenders Issuing Lender to issue, amend or extend any issue Facility Letter 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 or any LenderLender and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If any other Default occurs and is continuingoccurs, the Required Lenders (or Lenders, at any time prior to the Administrative Agent with the written consent of the Required Lenders) date that such Default has been fully cured, may terminate or suspend the Commitments and all other obligations of the Lenders to make Loans hereunder and to issue Facility Letters of Credit, whereupon (in the obligation case of any Lender to issue, amend or extend any Facility Letter termination) the Commitments and such other obligations of Credit hereunderthe Lenders shall terminate, 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 the Borrower hereby expressly waiveswaives and (ii) 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 under the Loan Documents. In addition to the 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 the LC Exposure as of such date plus any accrued and unpaid interest thereon provided that (i) the portions of such amount attributable to undrawn Alternative Currency Letters of Credit or LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to any Borrower described in Section 7.7 or 7.8. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.8(b) and Section 2.27(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.8(b) or Section 2.27(c) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of each Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the relevant Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Lender 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 relevant Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Domestic Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of such Borrower under this Agreement. If a 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 such Borrower within three Business Days after all Defaults have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.8(b) or Section 2.27(c), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.8(b) or Section 2.27(c), as applicable, and no Default shall have occurred and be continuing. 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 Obligations in full shall, unless the Administrative 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 the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 7.7 or 8.6 7.8 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 SECTION 8.6 or 8.6 8.7 occurs and is continuing with respect to TLGI or the Borrower or the Company(but not with respect to any other Subsidiary), the obligations of the Lenders to make Revolving Loans or purchase participations in Swing Line Loans and Letters of Credit hereunder and the obligations obligation of the Lenders Swing Line Lender to issue, amend or extend any Facility Letter make Swing Line Loans and the obligation of the L/C Issuer 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 Agent, the L/C Issuer, the Swing Line Lender or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders may (or the Administrative Agent with the written consent of the Required Lendersa) may terminate or suspend the obligations of the Lenders to make Revolving Loans hereunder and purchase participations in Swing Line Loans and Letters of Credit hereunder, whereupon the obligation of the Swing Line Lender to make Swing Line Loans and the obligation of any Lender the L/C Issuer to issue, amend or extend any Facility Letter issue Letters of Credit hereunderhereunder shall also terminate or be suspended, or (b) 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 TLGI and the Borrower hereby expressly waiveswaive, or (c) take the action described in both the preceding CLAUSE (A) and the preceding CLAUSE (B). If, within 30 days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Revolving 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 8.5 SECTION 8.6 or 8.6 8.7 with respect to TLGI, the Borrower or the Companyany other Subsidiary) 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 TLGI and the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 1. If you fall under Article 6 of this Agreement or any Default described of the following items, all of your liabilities owed to OANDA Japan in Section 8.5 connection with the Transactions shall be accelerated and become immediately due and payable even if OANDA Japan does not give notice or 8.6 occurs and make a demand, etc.: (1) You suspend payments, or a petition for commencement of bankruptcy, corporate reorganization, civil rehabilitation, or individual rehabilitation proceedings, or commencement of special liquidation, is continuing filed against you; (2) You receive a disposition to suspend transactions with a clearing house; (3) An order or notice of provisional seizure, preservative seizure, or seizure is issued with respect to any of your claims related to the Transactions or all other claims due from OANDA Japan; (4) Proceedings for seizure or auction have been commenced with respect to the Borrower collateral provided for your liabilities owed to OANDA Japan in connection with the Transactions; (5) Any event stipulated under a foreign law or the Company, the obligations regulation that is equivalent or similar to any of the Lenders foregoing items occurs; (6) OANDA Japan cannot confirm your whereabouts due to make Loans hereunder any reason attributable to you, including your failure to notify OANDA Japan of a change of address; (7) You have become a non-resident of Japan and are no longer expected to become a resident of Japan again; (8) It has become difficult or impossible for you to continue trading pertaining to the obligations Transactions due to a serious decline in mental or physical functions; or (9) You have died. 2. If you fall under any of the Lenders following items, all of your liabilities owed to 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 or any Lender. If any other Default occurs and is continuing, the Required Lenders (or the Administrative Agent OANDA Japan in connection with the written consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder Transactions shall be accelerated and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit 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 payable at the request of OANDA Japan: (1) You delay the performance of any kind, all of which the Borrower hereby expressly waives. If, within 30 days after acceleration of the maturity of liabilities, even in part, that are related to the Obligations Transactions or termination of the obligations of the Lenders all other liabilities owed to make Loans and of the Issuing Bank(sOANDA Japan; (2) to issue, amend Proceedings for seizure or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 or 8.6 auction have been commenced with respect to the Borrower collateral provided for your liabilities (excluding liabilities related to the Transactions) owed to OANDA Japan (including cases where any event stipulated under a foreign law or the Company) and before regulation that is equivalent or similar to any judgment or decree for the payment of the Obligations due shall have been obtained foregoing events occurs); (3) You violate this Agreement or enteredany other transaction rules entered into with OANDA Japan; (4) OANDA Japan determines that it is inappropriate for you to continue the Transactions; or (5) In addition to each of the foregoing items, OANDA Japan determines that any event that reasonably requires the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationpreservation of claims has occurred.

Acceleration. If any (a) Subject to paragraph (c) below, if an Event of Default described (other than an Event of Default specified in Section 8.5 8.01(g) or 8.6 occurs and is continuing (h) with respect to the Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to 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 or any Lender. If any other Default Borrower) occurs and is continuing, and has not been waived by the Required Lenders (or Lenders, then the Administrative Agent Agent, with the written consent of the Required Lenders) may terminate or suspend the obligations , may, and upon request of the Required Lenders shall, by written notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and the obligation of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, or (ii) declare the Obligations Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, or bothtogether with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, whereupon the Obligations shall become immediately forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding (b) If an Event of Default specified in Section 8.01(g) or (h) relating to the Borrower occurs, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waives. Ifwaived by the Borrower, within 30 days after acceleration anything contained herein or in any other Loan Document to the contrary notwithstanding (c) Notwithstanding anything to the contrary in this Agreement, during the period commencing with the Effective Date and ending on the earlier of the maturity Powerscreen Commitment Termination Date and the Powerscreen Offer Termination Date, the Administrative Agent and the Lenders shall not be entitled to terminate the Powerscreen Commitments, rescind this Agreement or prevent any funding of the Obligations or termination Powerscreen Offer (including the acquisition of Powerscreen Shares pursuant to the provisions of Section 428 et. seq. of the obligations U.K. Companies Act of 1985 and the funding of proposals made to holders of options over Powerscreen Shares in accordance with Rule 15 of the Lenders City Code) nor to make declare the Powerscreen Loans due and payable in whole or in part or exercise any other right or remedy under any Loan Document or exercise any setoff or similar right arising on the basis of misrepresentation or Event of Default or otherwise if to do so would prevent the funding of the Issuing Bank(sPowerscreen Offer in accordance with Section 4.02 unless (i) to issue, amend or extend Facility Letters an Event of Credit hereunder Default specified in paragraph (b) (other than an Event of Default arising solely as a result of any Default the operation of Section 8.01(h)(vi)) shall have occurred; (other than any Default as ii) an event of the kind described in paragraphs (g) and (h) of Section 8.5 or 8.6 8.01 shall have occurred with respect to Bidco, Powerscreen or any of Powerscreen's subsidiaries that would be deemed to be a Significant Subsidiary if such subsidiary were a subsidiary of the Borrower; provided, however, that this clause (ii) shall not apply where Bidco is not permitted to lapse the Powerscreen Offer as a result of such event having occurred with respect to Powerscreen or any of its Significant Subsidiaries; (iii) any of the representations and warranties set forth in Section 3.01, 3.02 or 3.03, as they relate to the Borrower or Bidco, shall not be true and correct in all material respects on the Company) and before date of any judgment or decree for the payment Powerscreen Borrowing of the Obligations due shall have been obtained type described in Section 4.02 with the same effect as though made on such date or entered(iv) any of the Powerscreen Offer Conditions Precedent, unless waived in writing by the Required Lenders (in their sole discretion) shall so direct, such waiver being conclusively evidenced by written notice from the Administrative Agent shall, by notice to the Borrower) shall not have been satisfied on the date of any such Powerscreen Borrowing; provided, rescind and annul such acceleration and/or terminationhowever, that this clause (iv) shall not apply where the event or circumstance which would otherwise cause the relevant Powerscreen Offer Condition Precedent not to be satisfied is a waiver of a condition of the Powerscreen Offer by Bidco in circumstances where Bidco would not otherwise have been able to lapse the Powerscreen Offer in accordance with Note 2 to Rule 13 of the City Code.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any Facility Letter 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 or any Lender. If any other Default occurs occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and is continuing, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) , 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 of any Lender to issue, amend or extend any Facility Letter of Credit hereunder, 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 the Borrower hereby expressly waiveswaives and (ii) 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 Borrower and the other Loan Parties under the Loan Documents and to exercise all other rights and remedies available under applicable law. 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 8.7 or 8.6 Section 8.8 ------------ ----------- ----------- occurs and is continuing with respect to the Borrower General Partner or the CompanyBorrower, the obligations of the Revolving Lenders to make Loans hereunder and the obligations of the Lenders Issuing Bank to issue, amend or extend any issue Facility Letter 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 or any Lender. If any Default other Default occurs and is continuingthan those described in Section 8.7 or Section 8.8 occurs, (i) the Required Revolving ----------- ----------- Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate or suspend the obligations of the Revolving Lenders to make Revolving Loans hereunder and the obligation of any Lender to issue, amend or extend any issue Facility Letter Letters of Credit hereunder, or and the Required Lenders may 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 hereby expressly waives. In addition to the 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 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 hereby pledges and assigns to the Administrative Agent on behalf of the Lenders, and hereby grants a security interest to the Administrative Agent on behalf of the Lenders in, the Letter of Credit Collateral Account. 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 Obligations in full shall, unless Administrative 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 Revolving Lenders to make Revolving Loans and of the Issuing Bank(s) hereunder or to issue, amend or extend issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.5 8.7 or 8.6 8.8 with ----------- --- respect to the Borrower or the CompanyBorrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, (i) the Required Revolving Lenders (in the case of termination of the obligation to make Revolving Loans or issue Facility Letters of Credit) or (ii) the Required Lenders (in their sole discretionthe case of an acceleration) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 8.5 7.6 or 8.6 7.7 occurs and is continuing with respect to the Borrower or the CompanyBorrower, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue, amend or extend any issue Facility Letter 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 or any Lender. If any other Default occurs and is continuingoccurs, the Required Lenders (or the Administrative Agent with the written consent of the Required Lenders) may terminate -49- 57 or suspend the obligations of the Lenders to make Loans hereunder and the obligation of any Lender to issue, amend or extend any issue Facility Letter Letters of Credit 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 hereby expressly waives. In addition to the 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, the Issuer and the Agent, 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 Cash Collateral Account, which funds shall be 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 Letter of Credit Cash Collateral Account 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 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 8.5 7.6 or 8.6 7.7 with respect to the Borrower or the CompanyBorrower) 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 Borrower, rescind and annul such acceleration and/or termination.