Common use of Acceleration Clause in Contracts

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Subject to Clauses 27.19 (Vanilla Clean-up Period) and 27.20 (Baseball Clean-up Period) below, upon the occurrence of an Event of Default and while the same is continuing at any Default described in Section 7.6 or 7.7 occurs with respect time thereafter, the Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to a Borrower or, in the case of CILCORP, CILCORP Company: (a) declare all or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), the obligations part of the Lenders Outstandings to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall be immediately become due and payable without (whereupon the same shall become so payable together with accrued interest thereon and any election other sums then owed by any Obligor under the Finance Documents) or action on the declare all or any part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations Outstandings to be due and payable, or bothpayable on demand of the Facility Agent; and/or (b) require the Borrowers to procure that the Outstanding L/C Amount under each Documentary Credit is and all Ancillary Facility Outstandings are promptly reduced to zero and/or provide cash collateral therefor by deposit in such interest bearing account as the Facility Agent may specify for each Documentary Credit/Ancillary Facility in an amount specified by the Facility Agent and in the currency of such Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater than the amount outstanding under such Documentary Credit/Ancillary Facility; and/or (c) declare that any unutilised portion of the Facilities shall be cancelled, whereupon the Obligations same shall become be cancelled and the corresponding Commitments of each Lender shall be reduced to zero; and/or (d) exercise or direct the Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders may be entitled; provided that, notwithstanding anything to the contrary contained above in this Clause 27.18, upon the occurrence of any Event of Default listed in Clauses 27.9 (Similar Events) or 27.21 (US Obligors) in relation to any US Obligor, all or any part of the Outstandings shall be immediately due and payablepayable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by any Obligor under the Finance Documents), without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration unutilised portion of the maturity Facilities shall be immediately cancelled and the corresponding Commitments of each Lender shall be reduced to zero and the Obligations Facility Agent may exercise or termination of direct the obligations of Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationmay be entitled.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks Issuers to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent may with the 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 the Issuing Banks Issuer to issue Letters of Credit hereunder to such BorrowerCredit, 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 Sections 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Facility Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 Sections 7.7 or 7.7 7.8 with respect to such Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower the 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 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 Banks LC Issuers to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuer to issue Letters of Credit Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, after acceleration of waives and (ii) upon notice to the maturity of Borrower and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the demand payment of all amounts payable under this Agreement, make demand on the Obligations due 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 have been obtained or entered, be deposited in the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationFacility LC Collateral Account.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, to the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, of the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)Borrower, the Required Lenders (or the Agent with at the consent direction of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower 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 Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 8.1.1. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower the Borrowers hereby expressly waives. Ifwaive, after acceleration of and (b) upon notice to the maturity of Company and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Company to pay, and the Company will, forthwith upon such demand and without any further notice or enteredact, the Required Lenders (in their sole discretion) shall so direct, pay to the Agent shallthe Collateral Shortfall Amount, by notice to such Borrower, rescind and annul such acceleration and/or terminationwhich funds shall be deposited in the Facility LC Collateral Account.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon whereupon, in the case of a termination, the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, after acceleration of waives and/or (b) upon notice to the maturity of Borrower and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the 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 Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationthe Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Facility Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 (f) or 7.7 (g) of Article VII occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks Issuers to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent may with the 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 the Issuing Banks Issuers to issue Letters of Credit hereunder to such BorrowerCredit, 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 (f) or 7.7 (g) of Article VII with respect to such any Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue participate in Facility Letters of Credit hereunder hereunder, and the obligation of the Issuer to such Borrower issue Facility Letters of Credit 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 Agent, any Issuing Bank the Issuer or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) (i) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue purchase participation in Facility Letters of Credit hereunder hereunder, (ii) may terminate or suspend the obligations of the Issuer to such Borrowerissue Facility Letters of Credit hereunder, or and/or (iii) declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, within 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If On and at any time after the occurrence of an Event of Default described which is continuing and in Section 7.6 or 7.7 occurs with respect to a Borrower orof which the Majority Participating Creditors have authorised the taking of such action, each Participating Creditor may, in relation to any Facility to which it is a party, subject to the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), the obligations provisions of the Lenders relevant Existing Finance Documents by notice to make Loans the Parent: (a) cancel any commitments and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower reduce any Facility Limit under that Facility whereupon they shall immediately become due be cancelled and payable without any election reduced; and/or (b) declare that all or action on the part of the AgentParticipating Creditors’ Exposures under that Facility, any Issuing Bank or any Lender. If any together with accrued interest, and all other Default occurs with respect amounts accrued under the Finance Documents relating to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to that Facility be immediately due and payable, or both, whereupon the Obligations at which time they shall become immediately due and payable, payable without presentment, demand, protest or other notice of any kind, all of which such Borrower are hereby expressly waives. If, after acceleration waived; and/or (c) declare that all or part of the maturity of Participating Creditors’ Exposures under that Facility be payable on demand, whereupon they shall immediately become payable on demand by the Obligations relevant Creditor’s Representative without presentment, demand, protest or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result other notice of any kind, all of which are hereby expressly waived; and/or (d) make demand on any Guarantor under this Agreement or the Existing Finance Documents relating to that Facility in respect of amounts due and payable under or in connection with that Facility without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; and/or (e) subject to the Intercreditor Agreement (including the requirements of Clause 6.2 (Enforcement Instructions) thereof), exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in the case of an Event of Default under Clauses 26.6 (other than any Default as described in Section 7.6 Insolvency) or 7.7 Clause 26.7 (Insolvency proceedings) with respect to such Borrower) an Obligor, all commitments shall be cancelled automatically and before any judgment or decree for the payment immediately each Facility Limit will be reduced to zero automatically and immediately and all Exposures of the Obligations due shall have been obtained or entered, Participating Creditors under the Required Lenders Facilities (in their sole discretiontogether with accrued interest and all other amounts accrued under the Finance Documents) shall so directbecome due and payable automatically and immediately without presentment, the Agent shalldemand, by protest or other notice to such Borrowerof any kind, rescind and annul such acceleration and/or terminationall of which are hereby expressly waived.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuer to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Loan Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)shall be continuing, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon whereupon, in the case of a termination, the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuers to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrowerany 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 Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate terminate, and the Obligations (including the obligation to provide cash collateral pursuant to the last sentence of such Borrower Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank either LC Issuer or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon such obligations of the Lenders and such obligation and power of the LC Issuers shall be terminated or suspended and/or the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Banks LC Issuers to issue Letters of Credit hereunder Facility LCs as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks Bank to issue Letters of Credit hereunder to such Borrower 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 either Agent, any 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 deposit 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks Bank to issue Letters of Credit hereunder to such BorrowerCredit, 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 such 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, 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 Banks Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such 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 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuer to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such 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 7.6 or 7.7 occurs with respect time after occurrence of any Event of Failure to a Borrower orperform which continues: (a) The Credit Agent, upon having received the Decision of the Majority of Creditors, is obliged send the notification to the Borrower, in the case of CILCORP, CILCORP or any of its Subsidiaries which he: (other than any Project Finance Subsidiary or an SPC), the obligations i) will express refusal of the Lenders Creditors to make Loans and grant money funds within the Cumulative Limit of Crediting (including the Amount subject to be rendered by the Creditors if they avail such Amount at the corresponding moment of time) then the obligation of Creditors for rendering of the Issuing Banks Credit to issue Letters the Borrower ceases; and (or) (ii) will state the requirement of Creditors to the Borrower about immediate early repayment of the Outstanding Credit hereunder or its any part, including the added interest, commission fees and any other amounts due to such the Parties of Financing under the Financial Documents; and (or) (iii) will notify the Borrower shall automatically terminate and of the Obligations of such Borrower shall immediately become due and payable without any election or action fact that the Creditors are informed on the part Event of Failure to Perform and reserve the right to demand immediate early repayment from the Borrower of the AgentOutstanding Credit or its any part, any Issuing Bank or any Lender. If including the added interest, commission fees and any other Default occurs with respect 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 Borrower orsubject 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 case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default corresponding Security Agreement. The property received by the provisions Creditors in result of Article VII), execution levied on the Required Lenders (or subject of pledge under the Agent with Agreements on Security shall come into the consent participatory share property of the Required LendersCreditors in the amount corresponding to their Proportional Shares. (c) may terminate or suspend The money funds received by the obligations 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 Lenders to make Loans Creditors and of the Issuing Banks to issue Letters of Credit hereunder to Agent expenditures for such Borrower, or declare the Obligations to be due execution 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 such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due other obligatory payments shall have been obtained be charged into the Account of the Credit Agent and then shall be distributed by the Credit Agent between the Creditors according to their Proportional Shares. For the purposes of the present Article 21.18 it shall be considered that the event of Failure to perform shall continue as from the time of occurrence of such event till the moment of obtaining by the Borrower of the notification from the Credit Agent in respect of that the Majority of Creditors agree not to exercise their rights stipulated in the present Article 21.18 with reference of occurrence of such event or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationcircumstance.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower orBorrower, in the case of CILCORP, CILCORP Guarantor or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower’s Subsidiaries, the obligations commitments of the Lenders to make Loans make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower 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 such Borrower the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank the LC Issuer or any Lender. If any other Default occurs with respect to a Borrower oroccurs, in then upon the case declaration of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Administrative Agent with at the consent direction of the Required Lenders) may terminate or suspend , the obligations of the Lenders to make Loans make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower, 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 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 to participate in Letters of Credit and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower, Guarantor or any of Borrower’s Subsidiaries) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence of an Event of Default and while the same is continuing at any Default described in Section 7.6 or 7.7 occurs with respect time thereafter, the Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to a Borrower or, in the case of CILCORP, CILCORP Company: (a) declare all or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), the obligations part of the Lenders Outstandings to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall be immediately become due and payable without (whereupon the same shall become so payable together with accrued interest thereon and any election other sums then owed by any Obligor under the Relevant Finance Documents) or action on the declare all or any part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations Outstandings to be due and payable, or bothpayable on demand of the Facility Agent; and/or (b) require the Borrowers to procure that the Outstanding L/C Amount under each Documentary Credit is and all Ancillary Facility Outstandings are promptly reduced to zero and/or provide cash collateral therefor by deposit in such interest bearing account as the Facility Agent may specify for each Documentary Credit/Ancillary Facility in an amount specified by the Facility Agent and in the currency of such Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater than the amount outstanding under such Documentary Credit/Ancillary Facility; and/or (c) declare that any unutilised portion of the Facilities shall be cancelled, whereupon the Obligations same shall become be cancelled and the corresponding Commitments of each Lender shall be reduced to zero; and/or (d) exercise or direct the Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders may be entitled, provided that, notwithstanding anything to the contrary contained above in this Clause 27.17, upon the occurrence of any Event of Default listed in Clause 27.9 (Similar Events) or Clause 27.19 (US Obligors) in relation to any US Obligor, all or any part of the Outstandings shall be immediately due and payablepayable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by any Obligor under the Relevant Finance Documents), without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration unutilised portion of the maturity Facilities shall be immediately cancelled and the corresponding Commitments of each Lender shall be reduced to zero and the Obligations Facility Agent may exercise or termination of direct the obligations of Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationmay be entitled.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder, and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, after acceleration of waives and (b) upon notice to the maturity of Borrower and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the 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 Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationthe Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Facility Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)10.10 hereof occurs, the obligations obligation of the Lenders to make Loans Advances and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lenderpayable. If any other Event of Default occurs with respect described in Article X hereof occurs, such obligation to a Borrower or, in make Advances and to issue Facility Letters of Credit shall be terminated and at the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent election of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations may be declared to be due and payable. 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 bothexpired by its terms, whereupon upon demand by the Obligations Required Lenders the Borrower shall become immediately due and payable, without presentment, demand, protest or notice deposit in the Letter of any kind, Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue outstanding Facility Letters of Credit hereunder as a result of any Default (and all fees and other than any Default as described in Section 7.6 amounts due or 7.7 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 such Borrowertime in its discretion in certificates of deposit of Bank One having a maturity not exceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and 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 entered, the Required Lenders (in their sole discretion) shall so direct, the Agent full shall, unless the Administrative Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)10.10 hereof occurs, the obligations obligation of the Lenders to make Loans Advances and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lenderpayable. If any other Event of Default occurs with respect described in Article X hereof occurs, such obligation to a Borrower or, in make Advances and to issue Facility Letters of Credit shall be terminated and at the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent election of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations may be declared to be due and payable. 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 bothexpired by its terms, whereupon upon demand by the Obligations Required Lenders the Borrower shall become immediately due and payable, without presentment, demand, protest or notice deposit in the Letter of any kind, Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue outstanding Facility Letters of Credit hereunder as a result of any Default (and all fees and other than any Default as described in Section 7.6 amounts due or 7.7 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 such Borrowertime 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 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 entered, the Required Lenders (in their sole discretion) shall so direct, the Agent full shall, unless the Administrative Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP Parent or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Agent or any Lender. If any other Event of Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to such the Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORPthe Company, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORPthe Company, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary 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 Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower oroccurs, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower 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 Agent or any 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, any Issuing Bank or any Lender. If any other Default occurs 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 respect to a all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower or, in the case Letter of CILCORP, CILCORP or any Credit Collateral Account at such time that is free and clear of its Subsidiaries all rights and claims of third parties (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default Agent and the Lenders) and that has not been applied by the provisions Lenders against the Obligations of Article VIIsuch Borrower. (b) If any Default occurs and is continuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and the obligation of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such Borrower the Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, 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 Banks to issue 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 and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as described additional funds to be deposited and held in Section 7.6 or 7.7 with respect the Letter of Credit Collateral Account an amount equal to such BorrowerCollateral Shortfall Amount payable by such Borrower at such time. (d) and before The Agent may at any judgment time or decree for from time to time after funds are deposited in the 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 Agent shallto the applicable 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, by notice 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 Borrower, rescind and annul such acceleration and/or terminationfunds.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower the Borrowers hereby expressly waives. Ifwaive, after acceleration of and (b) upon notice to the maturity of Company and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Company to pay, and the Company will, forthwith upon such demand and without any further notice or enteredact, the Required Lenders (in their sole discretion) shall so direct, pay to the Agent shallthe Collateral Shortfall Amount, by notice to such Borrower, rescind and annul such acceleration and/or terminationwhich funds shall be deposited in the Facility LC Collateral Account.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, after acceleration of and (b) upon notice to the maturity of Borrower and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the 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, pay to the Agent shallthe Collateral Shortfall Amount, by notice to such Borrower, rescind and annul such acceleration and/or terminationwhich funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower make any Loans and the Required Lenders (or, in the case of CILCORPclause (x) below, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC the Majority in Interest with respect to the extent excluded from applicable Tranche, as the context may require), at any time prior to the date that such Default by the provisions of Article VII)has been fully cured, the Required Lenders may (or the Agent with the consent of the Required Lendersx) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Event of Default described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) occurs with respect to a the Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Restricted Subsidiary, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks Bank to issue Letters of Credit hereunder to such Borrower 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 either Agent, any 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 deposit 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks Bank to issue Letters of Credit hereunder to such BorrowerCredit, 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 such 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, 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 Banks Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.1(f) or 7.7 Section 8.1(g) with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such 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 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP GPLP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Owner, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such BorrowerGPLP or Owner) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Event of Default occurs with respect occurs, so long as an Event of Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrowers, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such Borrower the 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such a Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 10.10 hereof occurs, or 7.7 occurs with respect to a the Borrower or, in or the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans Borrowings and of the any Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower 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 Agent, any Issuing Bank or any LenderBorrower. If any other Event of Default described in Article X hereof occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Agent Administrative Agent, with the 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 and the Borrower, take either or both of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerfollowing actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, 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 described in Section 10.10. Each such Borrower hereby expressly waives. If, after acceleration of 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 Banks Bank for LC Disbursements for which it has not been reimbursed and, to issue Letters the extent not so applied, 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 the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral 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 to pay any Default (fees or other than any Default as described in Section 7.6 or 7.7 amounts due with respect to such Borrower) and before any judgment or decree for 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 entered, the Required Lenders (in their sole discretion) shall so direct, the Agent full shall, unless the Administrative Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Letter of Credit Agent and the Lenders to make Loans and of the Issuing Banks to issue or increase Letters of Credit hereunder to such Borrower 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 Letter of Credit Agent, any Issuing Bank the Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Letter of Credit Agent and the Lenders to make Loans and of the Issuing Banks to issue or increase Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 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 Banks to issue increase Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, may direct the Administrative Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the Commitments and all other obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, whereupon (in the case of termination) the Commitments shall terminate, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 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 Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)occurs, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit or Swing Line Loans hereunder and the obligation of the Issuing Banks Issuer to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower (other than Hedging Obligations and Existing Hedging Obligations) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders may (or the Agent with the consent of the Required Lendersa) may terminate or suspend the obligations of the Lenders to make Loans and purchase participations in Letters of Credit or Swing Line Loans hereunder, whereupon the obligation of the Issuing Banks Issuer to issue Letters of Credit hereunder to such Borrowershall 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower7.7) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence and during the continuance of any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case Event of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Default, the obligations Administrative Agent on behalf of the Lenders may, and if so requested by the Majority Lenders shall, declare the Aggregate Commitment to make Loans be terminated and reduced to zero and thereby terminate the right of the Issuing Banks Borrower to issue Letters apply for further Borrowings, and in addition the Administrative Agent may, and if so requested by the Majority Lenders shall, by written notice to the Borrower declare all Indebtedness and liabilities of Credit the Borrower outstanding to the Lenders and the Administrative Agent hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall be immediately become due and payable without any election or action on the part of the Agentpresentation, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which such Borrower hereby are expressly waives. Ifwaived by the Borrower, after acceleration provided that the Aggregate Commitment and the right of the maturity Borrower to apply for further Borrowings shall automatically be terminated and all Indebtedness and liabilities of the Obligations Borrower to the Lenders and the Administrative Agent outstanding hereunder shall be immediately due and payable without any written notice to the Borrower or termination 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 obligations 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 the Borrower hereby acknowledges that it shall be indebted to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree Administrative Agent for the payment of all amounts owing or payable by it under this Agreement, failing which all rights and remedies of the Obligations due Administrative Agent and the Lenders shall thereupon become enforceable and such payment to the Administrative Agent when made shall be deemed to have been obtained or enteredmade in discharge of the Borrower's obligations hereunder, and the Required Administrative Agent shall distribute such proceeds among the Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationas provided herein.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, 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 such 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 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 Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP Parent or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)the Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Facility Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Parent or the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 10.10 hereof occurs, or 7.7 occurs with respect to a the Borrower or, in or the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans Borrowings and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower 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 Agent, any Issuing Bank or any LenderBorrower. If any other Event of Default described in Article X hereof occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Agent Administrative Agent, with the 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 and the Borrower, take either or both of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerfollowing actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, 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 described in Section 10.10. Each such Borrower hereby expressly waives. If, after acceleration of 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 Banks Bank for LC Disbursements for which it has not been reimbursed and, to issue Letters the extent not so applied, 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 the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Defaults have been cured or waived. The Borrower shall have no control over funds in the Letter of Credit Collateral 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 to pay any Default (fees or other than any Default as described in Section 7.6 or 7.7 amounts due with respect to such Borrower) and before any judgment or decree for 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 entered, the Required Lenders (in their sole discretion) shall so direct, the Agent full shall, unless the Administrative Agent is otherwise directed by notice a court of competent jurisdiction, be promptly paid over to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Facility Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or Lenders, at any time prior to the Agent with the 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 of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, 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 such 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, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP Parent or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)the Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Event of Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to such the Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 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 (other than the Agent and the Lenders) and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders may (or the Agent with the consent of the Required Lendersa) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waives. If, after acceleration of waives and (b) upon notice to the maturity of Borrower and in addition to the Obligations or termination of the obligations of the Lenders continuing right to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the demand payment of all amounts payable under this Agreement, make demand on the Obligations due shall have been obtained Borrower to pay (a “Funding Demand”), 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 Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationthe Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

Acceleration. If any Default described The Agent may, and, upon the request of the Majority Lenders, shall by notice in Section 7.6 or 7.7 occurs writing to the Borrower declare all amounts owing with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)this Agreement, the obligations of Notes, the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower other Loan Documents to be, and they shall thereupon forthwith become, immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or 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, 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 Banks to or issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect if such excess no longer exists, such proceeds deposited by the Borrower will be released to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a the Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Qualifying Investment Affiliate or Special Qualifying Investment Affiliate, the obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, 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 the Required Lenders, the Borrower shall 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 kindIssuing 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 which such Borrower hereby expressly waivescompetent jurisdiction, be promptly paid over to the Borrower. If, within 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 Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so may direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a the Borrower or, in or the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)REIT, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower 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 Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrowerthe Borrower or the REIT) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Revolving Loans and hereunder, the obligation of the Issuing Banks Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate terminate, and the Obligations (including the obligation to provide cash collateral pursuant to the last sentence of such Borrower Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank LC Issuer, the Swingline Lender or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Administrative Agent with the 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 Issuing Banks Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon such obligations of the Lenders, such obligation and power of the Swingline Lender and such obligation and power of the LC Issuers shall be terminated or suspended and/or the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Banks Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Letters of Credit hereunder Facility LCs as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower oroccurs, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower 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 Agent or any 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, any Issuing Bank or any Lender. If any other Default occurs 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 respect to a all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower or, in the case Letter of CILCORP, CILCORP or any Credit Collateral Account at such time that is free and clear of its Subsidiaries all rights and claims of third parties (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default Agent and the Lenders) and that has not been applied by the provisions Lenders against the Obligations of Article VIIsuch Borrower. (b) If any Default occurs and is continuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and the obligation of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such Borrower the Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, 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 Banks to issue 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 and each such Borrower will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as described additional funds to be deposited and held in Section 7.6 or 7.7 with respect the Letter of Credit Collateral Account an amount equal to such BorrowerCollateral Shortfall Amount payable by such Borrower at such time. (d) and before The Agent may at any judgment time or decree for from time to time after funds are deposited in the 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 Agent shallto the applicable 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, by notice 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 Borrower, rescind and annul such acceleration and/or terminationfunds.

Acceleration. If any Event of Default described in Section 7.6 subsection 9.01(g) or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)h) occurs, the obligations of the Lenders to make Loans and of the Issuing Banks an Issuer to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Agent or any Lender. If any other Event of Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks an Issuer to issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 Banks an Issuer to issue Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 subsection 9.01 (g) or 7.7 (h) with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)Borrower, the Required Lenders (or the Agent with at the consent direction of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder, and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs, shall automatically terminate and the Obligations of such Borrower 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, any Issuing Bank the LC Issuer or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Banks LC Issuer to issue Letters of Credit hereunder Facility LCs, as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul cancel such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP Parent or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)the Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower 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 Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Parent or the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower oroccurs, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower 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 either Agent or any 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, any Issuing Bank or any Lender. If any other Default occurs 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 respect to a all conditions for drawing thereunder) issued by an Issuer and outstanding as of such time, over (B) the amount on deposit for such Borrower or, in the case Letter of CILCORP, CILCORP or any Credit Collateral Account at such time that is free and clear of its Subsidiaries all rights and claims of third parties (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default Agents and the Lenders) and that has not been applied by the provisions Lenders against the Obligations of Article VIIsuch Borrower. (b) If any Default occurs and is continuing (other than a Default described in Section 7.6 or 7.7), (i) the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and the obligation of the Issuing Banks Issuers to issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such Borrower the Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, 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 Banks to issue 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 and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent as described additional funds to be deposited and held in Section 7.6 or 7.7 with respect the Letter of Credit Collateral Account an amount equal to such BorrowerCollateral Shortfall Amount payable by such Borrower at such time. (d) and before The Administrative Agent may at any judgment time or decree for from time to time after funds are deposited in the 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, any funds remaining in the Letter of Credit Collateral Account shall be returned by the Administrative Agent to the applicable Borrower(s) or enteredpaid 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, it being understood that the Required Lenders (in their sole discretion) Administrative Agent shall so direct, the Agent shall, by notice not have any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any such Borrower, rescind and annul such acceleration and/or terminationfunds.

Acceleration. (i) If any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuer to issue Letters of Credit Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.6 or 7.7 8.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Revolving Credit Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Revolving Credit Loans and of the Issuing Banks to and/or issue Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 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 Banks to and/or issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.6 or 7.7 8.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any an Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary an Event of Default specified in Section 6.01(5) or an SPC)(6) hereof) occurs and is continuing, the obligations Trustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount of the Lenders Securities at the time outstanding by notice to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate Company and the Obligations Trustee, may declare 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) to the date of declaration on all the Securities to be immediately due and payable. Upon such Borrower 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 become due and payable without any election declaration or action other act on the part of the Agent, any Issuing Bank Trustee or any LenderHolders. If The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default occurs with respect to a Borrower have been cured or waived except nonpayment of the Issue Price and accrued Original Issue Discount (or, in if the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC Securities have been converted to the extent excluded from such Default by the provisions of Article VII)Semiannual Coupon Debentures, the Required Lenders (or the Agent with the consent of the Required LendersRestated Principal Amount, plus accrued and unpaid interest) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be that have become 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 such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder solely as a result of any Default (other than any Default as described in acceleration and if all amounts due to the Trustee under Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall 7.07 hereof have been obtained paid. No such rescission shall affect any subsequent or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationother 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 7.6 or 7.7 occurs with respect which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to a Borrower orthe Borrower: (a) cancel the Total Commitments, in the case of CILCORP, CILCORP or any of its Subsidiaries whereupon they shall immediately be cancelled; (other than any Project Finance Subsidiary or an SPC), the obligations b) subject to clause 3.2 (Rolled Loan – restrictions) of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election Intercreditor Agreement, declare that all or action on the part of the AgentUtilisations, any Issuing Bank together with accrued interest, and all other amounts accrued or any Lender. If any other Default occurs with respect to a Borrower or, in outstanding under the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to 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 such Borrower hereby expressly waives. Ifits rights, 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 high yield notes issued pursuant to the Lenders Additional High Yield Notes and/or (if the Additional High Yield Note Refinancing has occurred) pursuant to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders Additional High Yield Note Refinancing (in their sole discretioneach case, including, following the issue of an Enforcement Notice, any such rights, remedies, powers or discretions which first require the issue of such a notice). 86 Project Asgard (2020 A&R) shall so direct, the Agent shall, by notice to such Borrower, rescind – Amended and annul such acceleration and/or termination.Restated Facilities Agreement

Acceleration. If any Default described in Section 7.6 8.5 or 7.7 8.6 occurs with respect to a the Borrower or, in or the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks Lenders to issue Letters issue, amend or extend any Facility Letter of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)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 the Issuing Banks any Lender to issue Letters issue, amend or extend any Facility Letter of Credit hereunder to such Borrowerhereunder, 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 such 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 Banks Bank(s) to issue issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.5 or 7.7 8.6 with respect to such Borrowerthe Borrower or the Company) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 11.1.1. If any Event of Default described in Section 7.6 10.1.6 or 7.7 10.1.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Parties, the obligations of the Lenders to make Advances and Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower shall LCs will automatically terminate and the Obligations of such Borrower 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, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerLCs, 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 such Borrower the Borrowers hereby expressly waiveswaive, and (b) on 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 on such demand and without any further notice or act, immediately pay to the Administrative Agent the amount in immediately available funds equal to the amount of such LC Obligations, which funds will be applied pursuant to Section 11.1.2. 11.1.2. IfThe Administrative Agent may at any time or from time to time, after acceleration of such funds are deposited with the maturity of the Obligations or termination of the obligations of the Lenders Administrative Agent, apply such funds to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations in accordance with Section 11.4 and any other amounts as may have become due shall and payable by the Credit Parties to the Lenders or the LC Issuer under the Loan Documents. Such funds (to the extent not applied as aforesaid) will be returned to the Borrowers (i) after all such Obligations and other amounts have been obtained paid in full or entered, the Required Lenders (in their sole discretionii) shall so direct, the Agent shall, by notice to such 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 Upon the occurrence of any Event of Default described in Section 7.6 the foregoing subsections 8.1(F) or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC8.1(G), the obligations unpaid principal amount of and accrued interest and fees on the Lenders to make Loans and of Loans, payments under the Issuing Banks to issue Lender Letters of Credit hereunder to such Borrower and Risk Participation Agreements and all other Obligations 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 Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, notice of intent to accelerate, notice of acceleration, demand, protest or notice other requirements of any kind, all of which such 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, 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 Banks to issue any payments made by Agent or 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 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationsubsection 2.1(D)(2).

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans and of the Issuing Banks to issue Letters of Credit hereunder Extensions to 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 Agent, any Issuing Bank Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)Borrower, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans and of the Issuing Banks to issue Letters of Credit hereunder Extensions to such BorrowerBorrower 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 such 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 Banks to issue Letters maturity of Credit hereunder the Obligations of any Borrower as a result of any Default (other than any Default as described in Section 7.6 or 7.7 7.7) with respect to such Borrower) 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 Agent shall, by notice to such Borrower, rescind and annul such acceleration termination and/or terminationacceleration.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make the Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or Lenders, at any time prior to the Agent with the 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 and of the Issuing Banks to issue Letters of Credit hereunder to such BorrowerLoan 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 such 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, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon whereupon, in the case of a termination, the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 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 (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, 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 Banks LC Issuers to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrowerany 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 Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence of any Event of Default described in Section 7.6 or 7.7 occurs with respect and at any time after the occurrence of any Event of Default that is continuing: 21.18.1 the Facility Administrator shall send a notification to a the Borrower orafter receiving the Consent of the Majority Lenders, in which it will: (A) state the case of CILCORP, CILCORP or any of its Subsidiaries Lenders’ refusal to grant funds within the Total Commitments (other than any Project Finance Subsidiary or an SPC), including the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default Amount Payable by the provisions of Article VIILenders, if any, at the relevant time), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations Lenders’ obligation to grant the Facility to the Borrower shall become immediately due cease; and payable, without presentment, demand, protest or notice of any kind, all of which such (or) (B) set out the Lenders’ demand against the Borrower hereby expressly waives. If, after acceleration for immediate early repayment of the maturity Facility Outstanding or any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and (or) (C) notify the Borrower that the Lenders are aware of the Obligations Event of Default and reserve the right to demand that the Borrower immediately repay the Facility or termination any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and (or) (D) notify the Borrower that the Lenders reserve the right to enforce the pledged property under the Pledges, or to file claims under the Independent Guarantees. 21.18.2 The Lenders shall enforce the pledge in accordance with the relevant Pledge. The property received by the Lenders from the enforcement of the obligations pledge under the Pledges shall be transferred into the Lenders' shared ownership in the amount corresponding to their Proportional Shares. 21.18.3 The funds received by the Lenders from the enforcement of the Lenders to make Loans property pledged under the Pledges and/or its subsequent sale in accordance with Clause 21.18.2, and which remained after indemnification for the enforcement costs of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) Lenders, the Facility Administrator, and before any judgment or decree for the Pledge Manager and payment of other mandatory payments, shall be transferred into the Obligations Account of the Facility Administrator, and then distributed by the Facility Administrator between the Lenders according to their Proportional Shares. For the purposes of this Clause 21.18, an Event of Default shall be considered continuing from the time such event occurs until the Borrower receives notification from the Facility Administrator that the Majority Lenders have agreed not to exercise their rights under this Clause 21.18 due shall have been obtained to the occurrence of such event or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationcircumstance.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to or issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to or issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 Administrative Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account") maintained with JPMorgan Chase in the name of the Administrative Agent, for the ratable benefit of the Lenders and the Administrative 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 Administrative Agent from time to time in its discretion in certificates of deposit of JPMorgan Chase Bank, N.A. having a maturity not exceeding thirty days. Such funds shall be promptly applied by the Administrative 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 Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and of the Issuing Banks Administrative Agent's obligation to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank the Documentation Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder (and of the Issuing Banks Administrative Agent may in its sole discretion terminate or suspend its obligation to issue Letters of Credit hereunder to such Borrowerhereunder), 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 such the Borrower hereby expressly waives. Any amounts paid by the Borrower to the Administrative Agent on account of Outstanding Letters of Credit shall be held by the Administrative Agent as cash collateral for the obligations of the Borrower with respect to unpaid L/C 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 L/C Drawings as such become payable by the Borrower. If, within 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower orany Credit Party, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuing Banks Issuer to issue Facility Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives and without any election or action on the part of the Agent or any 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, any Issuing Bank or any Lender. at its address specified pursuant to Article XIII, 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 (assuming compliance with all conditions for drawing thereunder) issued by the Issuer and outstanding as of such time, over (B) the amount on deposit in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties and that has not been applied by the Lenders against the Obligations. (b) If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries and is continuing (other than any Project Finance Subsidiary a Default described in Section 7.6 or an SPC to the extent excluded from such Default by the provisions of Article VII7.7), (i) the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and the obligation of the Issuing Banks Issuer to issue Facility Letters of Credit hereunder to such Borrowerhereunder, 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 such Borrower the Borrowers hereby expressly waives. Ifwaive and (ii) the Required Lenders may, after acceleration upon notice delivered to Astec and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on Astec to deliver (and Astec will, forthwith upon demand by the maturity Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally and jointly and severally obligated to deliver), to the Obligations or termination of Agent, at its address specified pursuant to Article XIII, for deposit into the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters Letter of Credit hereunder as a result of Collateral Account an amount equal to the Collateral Shortfall Amount. (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 Astec to deliver (other than any Default and Astec will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as described additional funds to be deposited and held in Section 7.6 or 7.7 with respect the Letter of Credit Collateral Account an amount equal to such BorrowerCollateral Shortfall Amount at such time. (d) and before The Agent may at any judgment time or decree for from time to time after funds are deposited in the Letter of Credit 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 under the Loan Documents. (e) At any time while any Default is continuing, 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 Agent shallto Astec 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, by notice 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 Borrower, rescind and annul such acceleration and/or terminationfunds.

Acceleration. If any Default described in Section 7.6 a monetary default shall occur here- under and remain uncured for thirty (30) days, or 7.7 occurs should a nonmonetary default occur hereunder and remain uncured for thirty (30) days or more following provision of written notice to Borrower from Lender specifying with respect to a Borrower particularity such event of nonmonetary default (or, in if such nonmonetary default cannot be reasonably cured within the case of CILCORPthirty (30) day period, CILCORP if Borrower does not commence to cure such nonmonetary default within such thirty (30) day period or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPCthereafter fails to diligently and continuously proceed to cure such nonmonetary default), then, without notice, the obligations full unpaid principal amount of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lender. If any other Default occurs Note together with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations all accrued interest shall become immediately due and payablepayable at the option of the Lender as fully and completely as if said aggregate sum were originally stipulated to be paid at such time. Monetary default shall be deemed to include failure to make payment of principal, without presentmentinterest or late charges under the Note, demandas well as payments of escrow, protest taxes and governmental assessments or notice premiums for insurance under this Mortgage and any security agreement securing the Note. That is to say, upon the breach of any kindof the terms or covenants herein to be performed by the Borrower and the failure of the Borrower to cure such breach within the applicable curative period set forth in the preceding sentence, all of which such Borrower hereby expressly waives. If, after acceleration of the Lender or holder shall have the right to accelerate the maturity of this Mortgage as though it were due and payable on the Obligations or termination day following such curative period and to demand payment in full of the obligations Mortgage amount or any unpaid balance thereof, and to exercise all the rights and remedies herein or by law reserved to the Lender the same as in any event of default hereunder, anything in the Note secured hereby or herein to the contrary notwithstanding. Notwithstanding anything contained in this paragraph 23 to the contrary, except as expressly stated in such subparagraphs, there shall be no requirement of a curative period as set forth above in the event of any default specified in paragraphs 22(c), (d), (h), (i), (j) or (k) hereof. If the Note secured hereby is a demand note, the terms and provisions of this paragraph or of any other provision in this Mortgage, shall not be deemed or interpreted to alter or abrogate the demand nature of the Lenders to make Loans and Note or the rights of the Issuing Banks to issue Letters of Credit hereunder as Lender under a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationdemand instrument.

Acceleration. If Upon the occurrence and during the continuance of any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)foregoing SECTION 9.01(vii) hereof, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower Commitments shall automatically and immediately terminate and the Obligations of such Borrower shall immediately become due unpaid principal amount of, and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and all accrued interest on, the Required Lenders (or Loans, all US Reimbursement Obligations, the Agent with the consent undiscounted face amount of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans all outstanding Canadian Bankers Acceptances and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the all Canadian Reimbursement Obligations shall automatically become immediately due and payable, with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of any kindintent to demand or accelerate and of acceleration), all of which such Borrower are hereby expressly waives. Ifwaived by the Borrowers and their Subsidiaries, after acceleration and the obligation of the maturity of the Obligations or termination of the obligations each of the Lenders to make Loans any additional Loans, issue any additional Letters of Credit, create any additional Canadian Bankers Acceptances and/or purchase any Foreign Exchange Contracts hereunder shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default described in SECTION 9.01 above, the Administrative Agent and the Canadian Collateral Agent shall, at the request, or may with the consent, of the Requisite Lenders, by written notice to the Borrowers (a) declare that the Commitments are terminated, whereupon the Commitments and the obligation of each Lender to make any Loan and/or create any additional Canadian Bankers Acceptances, the Issuing Banks Bank to issue any Letters of Credit and Summit Bank and/or Mellon US to purchase any Foreign Exchange Contracts hereunder as a result shall immediately terminate and/or (b) declare the unpaid principal amount of, and any and all accrued and unpaid interest on, the Loans, all US Reimbursement Obligations and all Canadian Reimbursement Obligations to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any Default kind (other than any Default as described in Section 7.6 including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or 7.7 with respect to such Borrower) accelerate and before any judgment or decree for of acceleration), all of which are hereby expressly waived by the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationBorrowers.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP GPLP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Owner, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect occurs, so long as a Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 7.7 or 7.7 7.8 with respect to such BorrowerGPLP or Owner) 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 such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 Except as to Mortgaged Premises consisting of a dwelling which is occupied, or 7.7 occurs with respect is to be occupied, by the debtor, who is a Borrower ornatural person, in or a member of the case of CILCORPdebtor’s immediate family, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)as that person’s residence, the obligations Mortgagee may declare the entire amount of the Lenders to make Loans principal, together with accrued and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate unpaid interest and the Obligations of such Borrower shall immediately become other moneys due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)under this Mortgage, the Required Lenders (or Loan Agreement, and/or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerother Loan Documents, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, and accordingly accelerate payment thereof notwithstanding contrary terms of payment stated therein, without presentment, demand, protest demand or notice of any kind, all of which such Borrower hereby are expressly waiveswaived, notwithstanding anything to the contrary contained in this Mortgage, the Loan Agreement and/or the other Loan Documents. IfAs to any portion of the Mortgage Premises that consists of a dwelling which is occupied, after or is to be occupied, by the debtor, who is a natural person, or a member of the debtor’s immediate family, as that person’s residence, Mortgagee shall give notice to Mortgagor prior to acceleration following Mortgagor’s breach of any covenant or agreement in this Mortgage. The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Mortgagor, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the maturity sums secured by this Mortgage, foreclosure by judicial proceeding and sale of the Obligations or termination Property. The notice shall further inform Mortgagor of the obligations right to reinstate after acceleration and the right to assert in the foreclosure proceeding the non-existence of a default or any other defense of Mortgagor to acceleration and foreclosure. If the Lenders default is not cured on or before the date specified in the notice, Mortgagee at its option may require immediate payment in full of all sums secured by this Mortgage without further demand and may foreclose this Mortgage by judicial proceeding. Mortgagee shall be entitled to make Loans collect all expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, attorneys’ fees and costs of the Issuing Banks to issue Letters title evidence permitted by Rules of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationCourt.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP Parent or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)the Borrower, the obligations of the Lenders to make Loans hereunder and of the Issuing Banks Bank One's obligation to issue Letters of Credit Facility LCs hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall immediately Immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans Hereunder (and of the Issuing Banks Bank One may in its sole discretion terminate or suspend its obligation to issue Letters of Credit hereunder to such BorrowerFacility 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Parent or the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Parent or the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect Subject to a Borrower or, in Clause 4.3 (Utilisation during the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPCAvailability Period), upon receipt by the obligations Administrative Agent of a notice from the Administrative Agent under the Credit Agreement confirming that an Event of Default has occured and is continuing under the Credit Agreement, the Administrative Agent shall immediately inform each CNMV Guarantee Provider of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations occurrence of such Borrower Event of Default. In such a case, the Administrative Agent shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default if so directed by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, CNMV Guarantee Providers by notice to the Bidder: (i) declare that no further Utilisations may be requested under this Agreement; and (ii) require the Bidder to pay all amounts accrued or outstanding under this Agreement, including accrued default interest and fees; and (iii) require the Bidder to, at its option, within twenty (20) days as from its request, either: (a) deposit cash in an account held with the CNMV Guarantee Providers and pledged in their favor, which covers the total liabilities of the CNMV Guarantee Providers in respect of all the issued CNMV Guarantees and any other amounts payable by the Bidder under this Agreement; or (b) provide the CNMV Guarantee Providers with a counter-guarantee issued by a credit entity with an investment grade rating and on terms acceptable for the CNMV Guarantee Providers which covers the total liabilities of the CNMV Guarantee Providers in respect of all the issued CNMV Guarantees and any other amounts payable by the Bidder under this Agreement; or (c) release the CNMV Guarantee Providers from all obligations under the issued CNMV Guarantees and under this Agreement and take such Borrowerother actions as shall be necessary to cause the CNMV Guarantee Providers to be satisfied (acting reasonably) that their liability under that CNMV Guarantees has been cancelled (including by the return of the original of the CNMV Guarantees to the CNMV Guarantee Providers or formal cancellation of the CNMV Guarantees by the CNMV to the satisfaction of the CNMV Guarantee Providers). For the avoidance of any doubt, rescind in case a cash cover is provided in accordance with paragraph (a) above or a counter guarantee is provided in accordance with paragraph (b) above, the provisions under this Agreement will continue in full force and annul such acceleration and/or terminationeffect between the Parties until the CNMV Guarantees have been irrevocably and unconditionally cancelled (including by the return of the original of the CNMV Guarantees to the CNMV Guarantee Providers or formal cancellation of the same by the CNMV to the satisfaction (acting reasonably) of the CNMV Guarantee Providers) and the CNMV Guarantee Providers are fully discharged of its obligations under the CNMV Guarantees.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)Borrower, the Required Lenders (or the Agent with at the consent direction of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower▇▇▇▇▇▇▇▇, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence of any Event of Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)which is continuing, the obligations Facility Agent may, and if so requested by the Majority Banks shall, without prejudice to any other power, right or remedy of the Lenders Facility Beneficiaries, by written notice to make Loans and of the Issuing Banks Borrower: 10.2.1 declare that the obligations owed by the Facility Beneficiaries to issue Letters of Credit the Borrower hereunder to such Borrower 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 Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or bothcease, whereupon the Obligations same shall immediately cease and all of the Commitments of all of the Banks and all of the Credit Commitments of all of the Banks shall be reduced to zero forthwith; and/or 10.2.2 declare that the Credit at that time shall become immediately repayable in full, whereupon the same shall become immediately due and repayable, together with accrued interest; and/or 10.2.3 declare that all other amounts expressed to be payable under and pursuant to the Transaction Documents shall become immediately payable in full, whereupon the same shall become immediately due and payable, without presentmenttogether with accrued interest, demandGuarantee Fee and commitment commission and all other amounts expressed to be due and payable under and pursuant to the Transaction Documents; and/or 10.2.4 require the Borrower to procure that (a) the Facility Agent and each other Facility Beneficiary is fully and irrevocably released from all and any obligations and liabilities under all and any Guarantees then outstanding, protest and (b) the original of each such Guarantee is cancelled and delivered to the Facility Agent, provided that, if the Borrower has not fully performed its foregoing obligations under this clause 10.2.4 on or notice prior to the date falling seven (7) Banking Days after the Facility Agent’s written notice, the Borrower shall immediately deposit in the Cash Collateralisation Account an amount equal to the sum of any kind(i) the aggregate amount of all Guarantee Amounts, all of which such Borrower hereby expressly waives. If, after acceleration minus (ii) the amount at the relevant time of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder Cash Collateral, as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree security for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind ’s continuing obligations hereunder and annul such acceleration and/or terminationpursuant hereto.

Acceleration. If Notwithstanding the above, on or after the first anniversary ------------ of the Date of ▇▇▇▇▇, the Vesting Requirement is waived before the normal exercise dates set forth in paragraph 1 hereof upon the occurrence of any Default described in Section 7.6 of the following events while Optionee is employed by the Company: a. Death of Optionee; b. Declaration of Optionee's total and permanent disability; c. The voluntary termination of employment of Optionee on or 7.7 occurs with respect after the date Optionee is eligible to a Borrower orreceive early retirement benefits under the Purina Retirement Plan for Sales, in the case of CILCORPAdministrative and Clerical Employees, CILCORP or any successor plan thereto, or any of the Company's defined benefit pension plans, or any governmental or national programs to which the Company or one of its Subsidiaries (affiliates contributes or has contributed on Optionee's behalf; or d. The involuntary termination of employment of Optionee, other than any Project Finance Subsidiary a Termination for Cause. For purposes of this Option, involuntary termination shall include the Company's sale or an SPC), the obligations other disposition of the Lenders to make Loans and stock of, or substantially all of the Issuing Banks to issue Letters assets of, a subsidiary which employs Optionee, or the sale of Credit hereunder to such Borrower shall automatically terminate substantially all of the assets of a division of the Company which employs Optionee. The Performance Price Target for shares for which the Vesting Requirement is waived upon the occurrence of the events set forth in paragraphs 2a, 2b, 2c or 2d, and for shares for which the Obligations Vesting Requirement but not the Price Performance Target previously had been met before the occurrence of one of such Borrower events, shall immediately become due and payable without any election or action on be the part Performance Price Target associated with the anniversary of the AgentDate of Grant which immediately preceded such event. Such shares shall be exercisable if the Performance Price Target is met on one day during the applicable exercise period set forth in paragraph 3. Notwithstanding the foregoing, any Issuing Bank all Vesting Requirements and Performance Price Targets which have not been met as of a Change in Control of the Company are waived, and all Options which have not been forfeited or any Lender. If any other Default occurs with respect exercised prior to a Borrower or, in the case Change of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. IfControl are exercisable, after acceleration such Change of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationControl.

Acceleration. In the event that Parent fails to deliver when due the First Installment Payment or the First Installment Preferred Consideration and such failure remains in effect for fifteen (15) days following the date such payment is due (the “Payment Breach”), the Shareholders’ Representative (as defined below) shall deliver written notice to Parent seeking such payment (the “Notice”). If any Default described Parent fails to cure such Payment Breach within 45 days of receipt of such Notice (such period, the “Cure Period”), the Shareholders’ Representative may, within 15 days of the expiration of the Cure Period or for so long as the Payment Breach remains uncured, elect to accelerate the payment of all outstanding obligations of the Parent to the Shareholders and Optionholders pursuant to this Agreement, less an aggregate amount equal to the Maximum Second Installment Indemnification (as defined in Section 7.6 or 7.7 9.2(a)), which total amount shall be paid to the Shareholders and Optionholders pro rata in proportion to the total outstanding obligation of the Parent to each such Shareholder and Optionholder. Following any such acceleration, on the second anniversary of the Closing, an aggregate amount equal to the Maximum Second Installment Indemnification less the aggregate amount of the value of any indemnification claims then outstanding and not yet satisfied (including amounts reserved for disputed claims) and not satisfied pursuant to Sections 9.1 and 9.2 herein shall become payable and shall be paid to the Shareholders and Optionholders pro rata in proportion to their percentage ownership of the Total Share Amount. (a) In the event that, after the Closing Date and prior to payment of the Second Installment Payment, Parent engages in any transaction resulting in a Change of Control (as defined below): (i) If the Change of Control occurs in the First Year, all outstanding payment obligations of the Parent to the Shareholders and Optionholders pursuant to this Agreement, less an aggregate amount equal to Two Million Dollars ($2,000,000), shall accelerate and become payable to the Shareholders and Optionholders within 10 business days subsequent to the consummation of such Change of Control transaction (the “Change of Control Closing”), which total amount shall be paid to the Shareholders and Optionholders pro rata in proportion to the total outstanding obligation of the Parent to each such Shareholder and Optionholder. On the first anniversary of the Closing Date, Parent shall deliver by wire transfer of immediately available funds an aggregate amount equal to One Million Two Hundred Thousand Dollars ($1,200,000), even if the Change of Control Closing occurs less than 10 business days prior to the first anniversary of the Closing; provided, however, that such payment shall be reduced and offset by the aggregate amount of the value of any indemnification claims then outstanding and not yet satisfied (including amounts reserved for disputed claims) pursuant to Sections 9.1 and 9.2 herein. On the second anniversary of the Closing Date, Parent shall deliver by wire transfer of immediately available funds an aggregate amount equal to the Maximum Second Installment Indemnification; provided, however, that such payment shall be reduced and offset by the aggregate amount of the value of any indemnification claims then outstanding and not yet satisfied, (including amounts reserved for disputed claims) pursuant to Sections 9.1 and 9.2 herein. Each payment made pursuant to the two immediately preceding sentences shall be distributed to the Shareholders and Optionholders pro rata in proportion to their percentage ownership of the Total Share Amount. (ii) If the Change of Control occurs in the Second Year, all outstanding payment obligations of the Parent to the Shareholders and Optionholders pursuant to this Agreement, less the sum of (x) an aggregate amount equal to the Maximum Second Installment Indemnification plus (y) any amounts reserved for disputed claims made pursuant to Section 9.1, shall accelerate and become payable to the Shareholders and Optionholders 10 business days subsequent to the Change of Control Closing, which total amount shall be paid to the Shareholders and Optionholders pro rata in proportion to the total outstanding obligation of the Parent to each such Shareholder and Optionholder. On the second anniversary of the Closing Date, Parent shall deliver an aggregate amount equal to the Maximum Second Installment Indemnification, even if the Change of Control Closing occurs less than 10 business days prior to the second anniversary of the Closing; provided, however, that such payment shall be reduced and offset by the aggregate amount of the value of any indemnification claims then outstanding and not yet satisfied, (including amounts reserved for disputed claims) pursuant to Sections 9.1 and 9.2 herein. Each payment made pursuant to the immediately preceding sentence shall be distributed to the Shareholders and Optionholders pro rata in proportion to their percentage ownership of the Total Share Amount. (iii) Within five (5) business days after the written certification by each of an authorized officer of Parent and the Shareholders’ Representative that any claim for indemnification pursuant to Section 9.1 for which amounts were reserved and not paid to the Shareholders and Optionholders pursuant to any subsection of this Section 1.10 has been resolved, Parent will pay an amount in cash equal to the reserved amount for such indemnification claim less the amount actually payable in satisfaction of such indemnification to the Shareholders and Optionholders pro rata in proportion to their percentage ownership of the Total Share Amount. Such certification may be provided with respect to a Borrower or, in any such indemnification claim at any time after the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC), the obligations first anniversary of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationClosing Date.

Acceleration. (a) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower orBorrower, in the case of CILCORPParent Guarantor, CILCORP any Property Manager or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Guarantor, the Revolving Loan Commitment and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit and make Revolving Loans and Swingline Loans hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender, and ▇▇▇▇▇▇▇▇ shall immediately pay to the Administrative Agent an additional amount of cash, to be held as cash collateral by Administrative Agent for the benefit of the Issuing Banks as security for ▇▇▇▇▇▇▇▇'s and Parent Guarantor's reimbursement obligations in respect of all Letters of Credit then outstanding, which amount (the "Letter of Credit Collateral Amount") shall be equal to the aggregate Stated Amount of such Letters of Credit. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or Administrative Agent shall upon the Agent direction of, and may, with the consent of Majority Lenders, take any or all of the Required Lendersfollowing actions: (i) may terminate or suspend the Revolving Loan Commitment and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerand make Revolving Loans and Swingline Loans hereunder, or (ii) declare the Obligations to be due and payable, or both, whereupon the Obligations Obligations, including, without limitation, the Letter of Credit Collateral Amount, shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower and Parent Guarantor hereby expressly waiveswaive or (iii) terminate any Letter of Credit which may be terminated in accordance with its terms. (b) The Administrative Agent may, and, at the request of the Majority Lenders shall, at any time or from time to time while any Default exists and is continuing apply any funds deposited in any of the Accounts to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by Borrower to the Lenders under the Loan Documents. (c) At any time while any Default is continuing, neither Borrower nor any Person claiming on behalf of or through Borrower shall have any right to withdraw any of the funds held in any Account. After all of the Obligations have been indefeasibly paid in full and the Revolving Loan Commitment has been terminated, any funds remaining in the Accounts shall be returned by the Administrative Agent to Borrower or paid to whomever may be legally entitled thereto at such time. (d) If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such BorrowerBorrower or Parent Guarantor) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Majority Lenders (in their sole discretion) shall so direct, then the Administrative Agent shall, by notice to such Borrower▇▇▇▇▇▇▇▇, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 ‎7.6 or 7.7 ‎7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such the Borrower hereby expressly waiveswaives and (ii) 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. (a) 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. (b) 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 Obligations in respect of the Revolving Credit Facility and any other amounts as shall from time to time have become due and payable by the Borrower to the Revolving Lenders or the LC Issuers under the Loan Documents. (c) 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 in respect of the Revolving Credit Facility 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 Administrative Agent’s reasonable satisfaction) and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account shall be applied by the Administrative Agent to the remaining Obligations and, after all of the Obligations have been indefeasibly paid in full in cash and all other Commitments terminated, any remaining funds shall be returned by the Administrative Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (d) If, 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 Banks LC Issuers to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 ‎7.6 or 7.7 ‎7.7 with respect to such Borrowerany 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 such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, 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 such 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) 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 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 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 Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Credit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such Borrower Facility LCs 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 Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the 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 the Issuing Banks LC Issuers to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 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, 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 Banks LC Issuers to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrowerany 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 Agent shall, by notice to such Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Facility Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Facility Letters of Credit hereunder to such BorrowerCredit, 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 such 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 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 Banks hereunder or to issue Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 SECTION 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any an Event of Default described in Section 7.6 under Clause 19.1 (Failure to pay) occurs, the Facility Agent shall, unless otherwise instructed by the Majority Lenders, on the fifth (5th) Business Day after the last day of the applicable grace period for such Event of Default, or 7.7 occurs with respect to a Borrower oron such other Business Day thereafter as subsequently instructed by the Majority Lenders, by notice in the case form set out in Schedule 5 (Form of CILCORPAcceleration Notice) to the Borrower and each Lender, CILCORP declare that the Loan, together with accrued interest, and all other amounts accrued or any of its Subsidiaries (other than any Project outstanding under the Finance Subsidiary or an SPC), the obligations Documents in respect of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower shall Loan be immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to be due and payable, or both, whereupon the Obligations they shall become immediately due and payable, without presentment, demand, protest or notice . (b) On and at any time after the occurrence of any kind, all an Event of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any an Event of Default as described in Section 7.6 or 7.7 with respect under Clause 19.1 (Failure to such Borrowerpay)) and before any judgment or decree for the payment of the Obligations due shall have been obtained or enteredwhich is continuing, the Required Lenders Facility Agent shall if so directed (in their sole discretionwithin one (1) shall so direct, Business Day of such direction) by the Agent shallMajority Lenders, by notice to such the Borrower: (i) declare that all or part of the Loan, rescind together with accrued interest, and annul such all other amounts accrued or outstanding under the Finance Documents in respect of the Loan be immediately due and payable, whereupon they shall become immediately due and payable; and/or (ii) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents in respect of the Loan be payable on demand by the Facility Agent. (c) Any acceleration and/or terminationnotice delivered by the Facility Agent (or, if applicable, a Lender) to the Borrower pursuant to this Clause 19.19 shall be in the form set out in Schedule 5 (Form of Acceleration Notice). If applicable, any revocation of an acceleration notice delivered by the Facility Agent (at the direction of the Majority Lenders) shall be in writing.

Acceleration. If any Default described in Section 7.6 7.7 or 7.7 7.8 occurs ------------ ----------- --- with respect to a Borrower or, in the case of CILCORP, CILCORP Company or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Material Subsidiaries, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit hereunder, the obligations of the Swing Loan Lenders to make Swing Loans hereunder and the obligation of the Issuing Banks Lenders to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower the Company and each Borrowing Subsidiary shall immediately become due and payable without presentment, demand, protest or notice of any kind (all of which the Company hereby expressly waives) or any other election or action on the part of the Agent, any Issuing Bank Lender, any Swing Loan Lender or any Issuing Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)and is continuing, the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans (including, without limitation, Alternate Currency Loans) or purchase participations in Swing Loans and Letters of Credit hereunder, whereupon the obligation of the Swing Loan Lenders to make Swing Loans, the Alternate Currency Banks to make Alternate Currency Loans and the Issuing Banks Lenders to issue Letters of Credit hereunder to such Borrower, shall also terminate or be suspended or declare the Obligations of the Company and each Borrowing Subsidiary to be due and payable, or both, in either case upon written notice to the Company and the applicable Borrower, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which such each Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Section 7.6 8.7 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Section 8.8 occurs, the obligations of the Lenders to make the Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate terminate, the “Applicable Maturity Date” shall be deemed to have occurred, and the Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank Agent or any Lender. If any other Default occurs with respect to a Borrower oroccurs, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make the Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrowerhereunder, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 8.7 or 7.7 with respect to such BorrowerSection 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 Agent shall, by notice to such 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 7.6 SECTION 8.6 or 7.7 8.7 occurs with respect to a TLGI or the Borrower or, in the case of CILCORP, CILCORP or (but not with respect to any of its Subsidiaries (other than any Project Finance Subsidiary or an SPCSubsidiary), the obligations of the Lenders to make Revolving Loans or purchase participations in Swing Line Loans and Letters of Credit hereunder and the obligation of the Issuing Banks Swing Line Lender to make Swing Line Loans and the obligation of the L/C Issuer to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank the L/C Issuer, the Swing Line Lender or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders may (or the Agent with the consent of the Required Lendersa) may terminate or suspend the obligations of the Lenders to make Revolving Loans and purchase participations in Swing Line Loans and Letters of Credit hereunder, whereupon the obligation of the Issuing Banks Swing Line Lender to make Swing Line Loans and the obligation of the L/C Issuer to issue Letters of Credit hereunder to such Borrowershall 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 such 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 Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 SECTION 8.6 or 7.7 8.7 with respect to such BorrowerTLGI, the Borrower or any 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 Agent shall, by notice to such TLGI and the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If On and at any time after the occurrence of an Event of Default described in Section 7.6 or 7.7 occurs with respect which is continuing the Agent may, and shall if so directed by the Lenders, by notice to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries Borrower: (other than any Project Finance Subsidiary or an SPC), a) cancel the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower shall automatically terminate and the Obligations of such Borrower Total Commitments at which time they shall immediately become due and payable without any election be cancelled; and/or (b) declare that all or action on the part of the AgentLoan, any Issuing Bank together with accrued interest, and all other amounts accrued or any Lender. If any other Default occurs with respect to a Borrower or, in outstanding under the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations to Documents be immediately due and payable, or both, whereupon the Obligations at which time they shall become immediately due and payable, without presentment, ; and/or (c) declare that all or part of the Loan be payable on demand, protest at which time it shall immediately become payable on demand by the Agent on the instructions of the Lenders; and/or (d) declare that no withdrawals be made from any Account; and/or (e) exercise or notice of direct the Security Agent to exercise any kind, or all of which such Borrower hereby expressly waives. Ifits rights, after acceleration remedies, powers or discretions under the Finance Documents. 29.1 Assignments and transfers by the Lenders 29.2 Conditions of assignment 29.2.1 The consent of the maturity Borrower is required for an assignment by a Lender, unless the assignment is to another Lender or an Affiliate of a Lender or an Event of Default is continuing. The Agent will immediately advise the Borrower of the Obligations assignment. 29.2.2 The Borrower’s consent may not be unreasonably withheld or termination delayed and will be deemed to have been given five Business Days after the Lender has requested consent unless consent is expressly refused within that time. The Borrower shall not be entitled to refuse or withhold consent solely because an assignment may result in an increase to the Mandatory Cost. 29.2.3 An assignment will only be effective: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Finance Parties as it would have been under if it was an Original Lender; (b) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender; (c) if at the time when an assignment takes effect more than one Utilisation is outstanding, the assignment of an Existing Lender’s participation in the Utilisations (if any) under the Facility shall take effect in respect of the obligations same fraction of each such Utilisation; (d) on the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender; and (e) if that Existing Lender assigns equal fractions of its Commitment and participation in the Utilisations (if any) under the Facility. 29.2.4 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to make Loans the date on which the transfer becomes effective in accordance with this Agreement and of that it is bound by that decision to the Issuing Banks to issue Letters of Credit hereunder same extent as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall Existing Lender would have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or terminationhad it remained a Lender.

Acceleration. (i) If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such Borrower Facility LCs shall automatically terminate and the Secured Obligations of such Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent, any Issuing Bank 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 with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII)occurs, the Required Lenders (or the Administrative Agent with the 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 the Issuing Banks LC Issuer to issue Letters of Credit hereunder to such BorrowerFacility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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, 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 Banks LC Issuer to issue Letters of Credit Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Section 7.6 or 7.7 occurs with respect to a Borrower or, in the case of CILCORPthe Company, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall automatically terminate and the Obligations of such Borrower (and, if such Borrower is a Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Agent, any Issuing Bank or any Lender. If any other Default occurs with respect to a Borrower or, in the case of CILCORPthe Company, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary 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 Agent with the consent of the Required Lenders) may terminate or suspend the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, or declare the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon the Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such Borrower hereby expressly waives. If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to such Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Section 7.6 8.7 or 7.7 8.8 occurs with respect to a Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC)Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder to such Borrower 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 Agent, any Issuing Bank Administrative Agent or any Lender. If any other Event of Default occurs with respect occurs, so long as an Event of Default exists Lenders shall have no obligation to a Borrower or, in the case of CILCORP, CILCORP or make any of its Subsidiaries (other than any Project Finance Subsidiary or an SPC to the extent excluded from such Default by the provisions of Article VII), the Required Lenders (or the Agent with the consent of Loans and 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 of the Issuing Banks to issue Letters of Credit hereunder to such Borrower, 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 such 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 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 Banks to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Section 7.6 8.7 or 7.7 8.8 with respect to such the Borrower) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to such the Borrower, rescind and annul such acceleration and/or termination.