Common use of Acceleration Clause in Contracts

Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lender.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(h) or described in clause (vi) of Section 11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (b) has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an Event of Default (other than If an Event of Default described in paragraph clause (e), (fa) or (ib) of Section 8.1) 9.1 hereof shall occur and at be continuing with respect to any time Note, the holder of such Note, may by notice in writing to the Company declare the entire unpaid balance of such Note and from time all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to time thereafterbe, as long as and such amount shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and, to the extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal, interest and Yield-Maintenance Premium, if any, on such Note. If an Event of Default continues to existDefault, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, an Event of Default described in clause (a) or (b) of Section 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the unpaid balance of all Notes shall automatically become due and payable), the holders of at least a majority of the principal ofamount of the Notes at the time outstanding may, Prepayment by notice in writing to the Company, declare the entire unpaid balance of the Notes and all interest and Yield-Maintenance Premium, if any, accrued and interest on and all other amounts due on the Borrower Notes unpaid thereon to be immediately due and payable), without notice or demandbe, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding LenderNotes shall thereupon become, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately forthwith due and payable, without notice or any presentment, demand, and the Borrower protest or other notice of any kind, all of which are hereby expressly waives waived. The Company will forthwith pay to the holder or holders of all the Notes at the time outstanding the entire unpaid balance of and interest and Yield-Maintenance Premium, if any, accrued on the Notes. In addition, subject to the provisions of the Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such holder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for any such notice injunction against violation of, any covenant or demand, anything provision contained in the Notes or herein or in aid of the exercise of any Borrower Loan Document power granted in the Notes or herein, or by law or otherwise. Each of the Noteholders shall following an Event of Default have all of the rights of a Secured Party; provided, however, that no Noteholder shall have any right to enforce directly any of the contrary notwithstanding. Notwithstanding anything herein rights or the security interests granted by the Security Agreement or the Control Agreement or to require the contrary, enforcement of remedies hereunder and Collateral Agent to take or refrain from taking any action under the Funding Loan Security Agreement shall be controlled by or the Funding LenderControl Agreement.

Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Note to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lender.

Acceleration. Upon the occurrence of (a) If an Event of Default has occurred with respect to the Company in connection with an “Event of Default” under Sections 8.1(a)(6) or 8.1(a)(7) of the Indenture or an “Event of Default” under Sections 9.02(5) or 9.02(6) of the Mortgage, all of the Notes then outstanding shall automatically become immediately due and payable. (b) If any other than an Event of Default described has occurred and is continuing, any holder or holders of more than 50% in paragraph (e), (f) or (i) aggregate principal amount of Section 8.1) and the Notes at the time outstanding may at any time and from time to time thereafter, as long as during the continuation of such Event of Default continues to existDefault, in addition to any other rights at its or remedies available their option, by notice or notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions declare all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time during the continuation of such Event of Default, at its or their option, by notice or notices to the Company, declare all of the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1such paragraph (g) or described in clause (vi) of such paragraph (g) by virtue of the fact that such clause encompasses clause (i) of such paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of a majority in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Parent, the Company or any Unencumbered Property Subsidiary described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 12 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such other Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityhas occurred and is continuing, the Funding Lender mayRequired Holders, take such action (whether directly or by directing notice, may declare the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable. Upon the Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, the Notes will forthwith mature and the entire unpaid principal amount of the Notes, including any applicable premium, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice or presentment, demand, protest or further notice, all of which are hereby waived; provided, that for the avoidance of doubt, the amounts contemplated by Section 8.1(a) shall be payable in each case whether or not any payment, prepayment or redemption of the Notes is as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder thereof; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note as the result of the early payment and termination and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and Company agrees that it is reasonable under the Funding Loan Agreement shall be controlled by the Funding Lendercircumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section XI(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1XI(g) or described in clause (vi) of Section XI(g) by virtue of the fact that such clause encompasses clause (i) of Section XI(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection XI(a) or (ib) has occurred and is continuing, any holder or holders of Section 8.1Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Borrower Payment Obligations Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this §12.01, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon from the date of the Default giving rise to such Event of Default at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Parent Guarantor or the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Parent Guarantor and the Borrower Loan Documents or at law or in equityCompany, declare all the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledge, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an Event In case one or more Events of Default shall have occurred and be continuing (other than an Event of Default described specified in paragraph (eSection 6.01(h) with respect to the Company, any of the Company’s Significant Subsidiaries or any group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary), (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, either the Trustee by notice in addition to any other rights or remedies available writing to the Governmental Lender pursuant Company, or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Borrower Loan Documents or at law or in equityCompany and the Trustee, the Funding Lender may, take such action (whether directly or by directing the actions may declare 100% of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premiumand accrued and unpaid interest, if any, and interest on and on, all other amounts due on the Borrower Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable). If an Event of Default specified in Section 6.01(h) with respect to the Company, without notice any of the Company’s Significant Subsidiaries or demandany group of the Company’s Subsidiaries that, taken together, would constitute a Significant Subsidiary, occurs and is continuing, 100% of the principal of, and apply such accrued and unpaid interest, if any, on, all Notes shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the Borrower Payment Obligations in monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest upon all Notes and the principal of any manner and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and on such principal at the rate borne by the Notes at such time) and amounts due to the Trustee pursuant to Section 7.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Indenture, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 6.09 and all amounts owing to the Trustee have been paid, then and in any order determined every such case (except as provided in the immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by Funding Lenderwritten notice to the Company and to the Trustee, in Funding Lender’s sole may waive all Defaults or Events of Default with respect to the Notes and absolute discretion; rescind and upon annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default described in paragraph (e)arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, (f) or shall impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from (i) the nonpayment of Section 8.1the principal (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on, any Notes or (ii) a failure to pay or deliver, as the case may be, the Borrower Payment Obligations shall become immediately consideration due and payable, without notice or demand, and upon conversion of the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding LenderNotes.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 12 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such other Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityhas occurred and is continuing, the Funding Lender mayRequired Holders, take such action (whether directly or by directing notice, may declare the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable. Upon the Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, the Notes will forthwith mature and the entire unpaid principal amount of the Notes, including any applicable premium, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice or presentment, demand, protest or further notice, all of which are hereby waived; provided, that for the avoidance of doubt, the amounts contemplated by 8.1(b) shall be payable in each case whether or not any payment, prepayment or redemption of the Notes is as a result of any Event of Default, any voluntary, involuntary or automatic acceleration of the Notes and/or the exercise of remedies by any holder thereof after September 30, 2020; provided, further, such contemplated amount payable shall be presumed to be liquidated damages sustained by each holder of a Note as the result of the early payment and termination and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and Company agrees that it is reasonable under the Funding Loan Agreement shall be controlled by the Funding Lendercircumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate), and (fy) or the Make-Whole Amount determined in respect of such principal amount (i) of Section 8.1to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) of Section 11 (other than an Event of Default described in clause (iv) of paragraph (eg)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (fb) or (i) If any other Event of Section 8.1) Default has occurred and is continuing, holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an If any Event of Default (other than an Event of Default described specified in paragraph (e), (fSection 6.01(a)(6) or (i7)) occurs and is continuing under this Indenture, the Holders of at least 30.0% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee or the Trustee by written notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 8.16.01(a)(6) or (7), all outstanding Notes shall be due and payable immediately without further action or notice. Any notice of Default, notice of acceleration or instruction to the Trustee or the Notes Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee and the Notes Collateral Agent, if applicable, that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default shall be deemed repeated at any all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time and of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time thereafterin order to verify the accuracy of such Holder’s Position Representation within five (5) Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or the Notes Collateral Agent, as long as applicable. If, following the delivery of a Noteholder Direction, but prior to the acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe that a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default continues shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to existacceleration of the Notes, in addition to any other rights or remedies available the Company provides to the Governmental Lender pursuant Trustee an Officer’s Certificate that a Directing Holder failed to the Borrower Loan Documents or at law or in equitysatisfy its Verification Covenant, the Funding Lender may, take cure period with respect to such action (whether directly or by directing Default shall be automatically stayed and the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable cure period with respect to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in paragraph such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of the Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (eother than any indemnity or security such Holder may have offered the Trustee or the Notes Collateral Agent), (f) or (i) with the effect that such Event of Section 8.1Default shall be deemed never to have occurred, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, acceleration voided and the Borrower hereby expressly waives Trustee and the Notes Collateral Agent shall be deemed not to have received such Noteholder Direction or any notice of such notice Default or demand, anything contained in any Borrower Loan Document to the contrary notwithstandingEvent of Default. Notwithstanding anything herein in the preceding two paragraphs to the contrary, enforcement any Noteholder Direction delivered to the Trustee or the Notes Collateral Agent during the pendency of remedies hereunder an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraph. For the avoidance of doubt, the Trustee and under the Funding Loan Agreement Notes Collateral Agent shall be controlled entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. Neither the Trustee nor the Notes Collateral Agent shall have any liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction. If a Default for a failure to report or failure to deliver a required certificate in connection with another default (such other default, the “Initial Default”) occurs, then at the time such Initial Default is cured, the Default for a failure to report or failure to deliver a required certificate in connection with the Initial Default shall also be cured without any further action and any Default or Event of Default for the failure to comply with the time periods prescribed under Section 4.03 or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such covenant or such notice or certificate, as applicable, even though such delivery is not within the Funding Lenderprescribed period specified in this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of Default may be extended or stayed by a court of competent jurisdiction.

Acceleration. Upon the occurrence of an Event of Default (other than an If any Event of Default described in paragraph clause (ea), (fb) or (ie) of Section 8.1) 10.1 hereof occurs and at any time is continuing, the Trustee may, and from time to time thereafterupon the request of the owners of a majority in principal amount of all Bonds then outstanding shall, as long as such Event of Default continues to exist, by notice in addition to any other rights or remedies available writing to the Governmental Lender pursuant to Issuer and the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, declare the principal of, Prepayment Premium, if any, and interest on and of all other amounts due on the Borrower Notes Bonds then outstand-ing to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon such declaration the principal of all of the Bonds, together with interest accrued thereon to the date of acceleration, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in the Bonds to the contrary notwith-standing. Immediately after any acceleration hereunder, the Trustee, to the extent it has not already done so, shall notify in writing the Issuer and the Company of the occur-rence of such acceleration. Upon the occurrence of any acceleration hereunder, the Trustee shall immediately declare all payments under the Loan Agreement pursuant to Section 5.2 thereof to be due and payable immediately. Upon the occurrence and continuance of an Event of Default described under Section 10.1(c) hereof, and further upon the condition that, in paragraph (e), (f) or (i) accordance with the terms of Section 8.1the Company Mortgage, the Borrower Payment Obligations Collateral Trust Mortgage Bonds shall have become immediately due and payable pursuant to any provision of the Company Mortgage, the Bonds shall, without further action, become and be immediately due and payable, without notice anything in this Indenture or demand, and in the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document Bonds to the contrary notwithstanding. Notwithstanding anything herein , and the Trustee shall give notice thereof in writing to the contraryIssuer and the Company, enforcement and notice to Bondholders in the same manner as a notice of remedies hereunder and redemption under the Funding Loan Agreement shall be controlled by the Funding LenderSection 3.2 hereof.

Acceleration. Upon In case one or more Events of Default shall have occurred and be continuing (whatever the occurrence of an reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default described specified in paragraph Section 7.01(i) with respect to the Company (eand not solely with respect to a Subsidiary Guarantor of the Company), (f) or (i) unless the principal of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately Notes shall have already become due and payable (includingor waived), without limitationeither the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare 100% of the principal of, Prepayment Premiumof and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, and interest on and all other amounts due on the Borrower Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything in this Indenture or in the Notes contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein If an Event of Default specified in Section 7.01(i) with respect to the contraryCompany (and not solely with respect to a Subsidiary Guarantor of the Company) occurs and is continuing, enforcement the principal of remedies hereunder all the Notes and under the Funding Loan Agreement accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be controlled immediately due and payable. This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any (to the extent that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Funding LenderNotes at such time) and amounts due to the Trustee pursuant to Section 8.06, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all Events of Defaults under this Indenture, other than the nonpayment of principal of and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, on Notes that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 7.07, then and in every such case the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. Notwithstanding any other provision of this Indenture or the Notes, no Settlement Extension through the Maximum Extension Date as permitted under Section 15.11 shall constitute an Event of Default. Further, for so long as a Credit Facility Default shall continue following the Maximum Extension Date in respect of any Affected Notes and delivery of the Conversion Obligation in respect of such Affected Notes would, as a result, constitute a breach of the Credit Facility, the Notes shall not be subject to acceleration pursuant to this Section 7.02 unless the aggregate principal amount of Notes that has been tendered for conversion at any such time exceeds $50 million.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to any Obligor described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes of any Series at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition by notice or notices to any other rights or remedies available to Obligor, declare all the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take Notes of such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Series then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Obligors, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. Each Obligor acknowledges, and the Borrower hereby expressly waives parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by any such notice or demand, anything contained in any Borrower Loan Document to Obligor (except as herein specifically provided for) and that the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement provision for payment of remedies hereunder and under the Funding Loan Agreement shall be controlled a Make-Whole Amount by the Funding LenderObligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of any Series of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take Notes of such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Series then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Yield Maintenance Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Yield Maintenance Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(h) or (i) has occurred, all the Notes then outstanding shall automatically become immediately due and payable and the Facility shall automatically terminate. (b) If any other than an Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and Prudential may at its option, by notice in writing to the Company, terminate the Facility. (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Section 8.1) and Notes at any the time and from time to time thereafter, as long as outstanding affected by such Event of Default continues to existmay at any time, in addition to any other rights at its or remedies available their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal ofamount (to the full extent permitted by applicable law), Prepayment Premium, if any, and interest on and shall all other amounts due on the Borrower Notes to be immediately due and payable), in each and every case without notice or presentment, demand, and apply such payment protest or further notice, all of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demandwhich are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate), and (fy) or the Make-Whole Amount determined in respect of such principal amount (i) of Section 8.1to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount and the Floating Rate Prepayment Amount determined in respect of such principal amount (to the full extent permitted by applicable law) and the LIBOR Breakage Amount, if any, shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and a Floating Rate Prepayment Amount and LIBOR Breakage Amount, if any, in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Parent Guarantor or the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Parent Guarantor and the Borrower Loan Documents or at law or in equityCompany, declare all the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledge, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of a majority or more in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (w) all accrued and unpaid interest thereon and (x) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event any Notes are prepaid or are accelerated as a result of an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (i) or (j) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (i) or described in clause (vi) of paragraph (i) by virtue of the fact that such clause encompasses clause (i) of paragraph (i)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of 51% or more in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company, the Issuer, the Subsidiary Guarantor or any Significant Subsidiary described in paragraph (g) or (h) of Section 12 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company and the Borrower Loan Documents or at law or in equityIssuer, declare all the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.112 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company and the Issuer, declare all the Notes held by it to be immediately due and payable. Upon any Note becoming due and payable under this Section 13.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus all accrued and unpaid interest thereon and the Make-Whole Amount, if any, in respect of such principal amount (to the full extent permitted by applicable law) shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company and the Issuer acknowledge, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany and the Issuer (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (G) or (H) of SECTION 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (G) or described in clause (vi) of paragraph (G) by virtue of the fact that such clause encompasses clause (i) of paragraph (G)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fA) or (B) of SECTION 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note becoming due and payable under this SECTION 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable, and the Facility shall automatically terminate. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of Prudential may, by notice to the Borrower Payment Obligations in any manner and in any order determined by Funding LenderCompany, in Funding Lender’s sole and absolute discretion; and upon terminate the Facility. (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount or other premium determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 10(e) or (f) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other than an Event of Default described in paragraph (e)has occurred and is continuing, (f) or (i) of Section 8.1) and the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 10(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (d) Upon any Notes becoming due and payable under this Section 8.111.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances and does not constitute payment of unaccrued future interest.

Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e)Default, (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as thereafter while such Event of Default continues to existcontinues, then, and in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityeach and every case, the Funding Lender mayTrustee in its own name and as trustee of an express trust, take such action (whether directly or by directing on behalf and for the actions benefit and protection of the Fiscal Agent)Holders of all Outstanding Bonds, without notice or demandmay proceed, and upon the written request of the Holders of not less than 25% in principal amount of the Outstanding Bonds, shall proceed, to declare the principal of all Outstanding Bonds, except as the Funding Lender deems advisable to protect noted below, together with all accrued and enforce its rights against the Borrower and in and to the Projectunpaid interest thereon, including declaring the Borrower Payment Obligations if not already due, to be immediately due and payable (includingimmediately, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, such declaration the Borrower Payment Obligations same shall become immediately and be due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demandpayable immediately, anything contained in this Trust Agreement or any Borrower Loan Document Supplemental Agreement or in any of the Bonds to the contrary notwithstanding. Notwithstanding anything herein This provision is also subject, however, to the contrarycondition that, enforcement if at any time after the principal of remedies hereunder the Bonds, together with the accrued and under unpaid interest thereon and other moneys secured hereby, have been so declared due and payable and before any further action has been taken (other than the Funding Loan Agreement making of the above declaration), the principal amount of all Bonds which have matured either according to the maturity date or dates otherwise specified therein (except as a result of such declaration) and all arrears of interest upon all Bonds, except interest accrued but not yet due on said Bonds, have been paid or caused to be paid, and all other Events of Default, if any, which have occurred have been remedied, cured or secured, then and in each and every such case the Holders of 25% in principal amount of the Outstanding Bonds, by notice in writing delivered to the Trustee and the Corporation, may waive such Event of Default and its consequences and rescind and annul such declaration. No such waiver or rescission or annulment shall be controlled by the Funding Lenderextend to or affect any subsequent default or impair or exhaust any right or power related to such subsequent default.

Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e)Default, (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as thereafter while such Event of Default continues to existcontinues, then, and in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityeach and every case, the Funding Lender mayTrustee in its own name and as trustee of an express trust, take such action (whether directly or by directing on behalf and for the actions benefit and protection of the Fiscal Agent)Holders of all Outstanding Obligations, without notice or demandmay proceed, as and upon the Funding Lender deems advisable written request of the Holders of not less than 25% in principal amount of the Outstanding Obligations, shall proceed to protect declare the principal of all Outstanding Obligations, together with all accrued and enforce its rights against the Borrower and in and to the Projectunpaid interest thereon, including declaring the Borrower Payment Obligations if not already due, to be immediately due and payable (includingimmediately, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, such declaration the Borrower Payment Obligations same shall become immediately and be due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demandpayable immediately, anything contained in this Trust Agreement or any Borrower Loan Document Supplemental Agreement or in any of the Series 2020 Notes to the contrary notwithstanding. Notwithstanding anything herein This provision is also subject, however, to the contrarycondition that, enforcement if at any time after the principal of remedies hereunder the Series 2020 Notes, together with the accrued and under unpaid interest thereon and other moneys secured hereby, have been so declared due and payable and before any further action has been taken (other than the Funding Loan Agreement making of the above declaration), the principal amount of all Obligations which have matured either according to the maturity date or dates otherwise specified therein (except as a result of such declaration) and all arrears of interest upon all Obligations, except interest accrued but not yet due on said Obligations, have been paid or caused to be paid, and all other Events of Default, if any, which have occurred have been remedied, cured or secured, then and in each and every such case the Holders of 25% in principal amount of the Outstanding Obligations, by notice in writing delivered to the Trustee and the Corporation, may waive such Event of Default and its consequences and rescind and annul such declaration. No such waiver or rescission or annulment shall be controlled by the Funding Lenderextend to or affect any subsequent default or impair or exhaust any right or power related to such subsequent default.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(h) or (i) (other than an Event of Default described in paragraph clause (e), (f) or (ivii) of Section 8.111(i)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (b) has occurred and is continuing, either (i) any original Purchaser or Affiliate thereof (provided, that notwithstanding the definition thereof, “Affiliate” shall include any Person that acts as investment adviser in the ordinary course of business on behalf of the account of any original Purchaser) which is a holder or holders of Notes at the time outstanding affected by such Event of Default or (ii) the Required Holders may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) and at any time and from time to time thereafter, as long as such Event or described in clause (vi) of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action paragraph (whether directly or g) by directing the actions virtue of the Fiscal Agentfact that such clause encompasses clause (i) of paragraph (g)) has occurred, without notice or demand, as all the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be then outstanding shall automatically become immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (b) If any Event of Default described in paragraph (ea) of Section 11 has occurred and is continuing, any holder or holders of 25% or more in principal amount of the Notes at the time outstanding may, and if any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) In addition to the collective remedies of the holders of the Notes in clause (b), if any Event of Default described in paragraph (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(h) or (i) has occurred, all the Notes then outstanding shall automatically become immediately due and payable and the Facility shall automatically terminate. (b) If any other than an Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable, and MetLife may at its option, by notice in writing to the Company, terminate the Facility. (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Section 8.1) and Notes at any the time and from time to time thereafter, as long as outstanding affected by such Event of Default continues to existmay at any time, in addition to any other rights at its or remedies available their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the principal of, Prepayment Premium, Default Rate) and (y) the Make-Whole Amount (if any), plus (in the case of clauses (x) and interest on and all other amounts (y)) the Net Loss due on any Swapped Notes (if any), less (in the Borrower case of clause (y) only) any Net Gain with respect to such Swapped Notes (if any), determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable), in each and every case without notice or presentment, demand, and apply such payment protest or further notice, all of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demandwhich are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and of Net Loss with respect to Swapped Notes by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 25% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon In case one or more Events of Default shall have occurred and be continuing (whatever the occurrence of an reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default described specified in paragraph Section 3.01(h) with respect to the Company (eand not solely with respect to a Significant Subsidiary of the Company, or a group of Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company), (f) or (i) unless the principal of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately Notes shall have already become due and payable (includingor waived), without limitationeither the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare 100% of the principal of, Prepayment Premiumof and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, and interest on and all other amounts due on the Borrower Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything in this Indenture or in the Notes contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein If an Event of Default specified in Section 3.01(h) with respect to the contraryCompany (and not solely with respect to a Significant Subsidiary of the Company, enforcement or a group of remedies hereunder Subsidiaries of the Company that in aggregate would constitute a Significant Subsidiary of the Company) occurs and under is continuing, the Funding Loan Agreement principal of all the Notes and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be controlled immediately due and payable. This provision, however, is subject to the conditions that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any, upon all Notes and the principal of any and all Notes that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest and accrued and unpaid Additional Interest, if any (to the extent that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Funding LenderNotes at such time) and amounts due to the Trustee pursuant to Section 6.06 of the Base Indenture, then and in every such case the holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Notes (other than a Default or an Event of Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and rescind and annul such declaration and its consequences (other than a declaration or consequences, as the case may be, resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) and such Default (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a failure to repurchase any Notes when required upon a Fundamental Change or a failure to deliver, upon conversion, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, due upon conversion) shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time Stericycle, Inc. Note Purchase Agreement outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1 or whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(f) or (g) (other than an Event of Default described in paragraph clause (e), (f) or (ivii) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (vii) of Section 11(g)) has occurred, the Facility will automatically terminate and all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, terminate the Borrower Loan Documents or at law or in equity, Facility and/or declare all the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph Section 11(a) related to failure to pay interest, principal or Make-Whole Amount has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an Event of Default (other than i) If an Event of Default described in paragraph (e), (f) or (ig) of Section 8.1) 6 hereof shall occur, this Note and at any time the obligation to pay the principal and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be accrued interest hereunder shall automatically become immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due any action or notice on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment part of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Payee. (ii) If an Event of Default described in paragraph paragraphs (a), (b), (d), (e), (fh), (i), (j), (k), (l) or (im) of Section 8.16 hereof has occurred, and at any time thereafter during the continuance of such event, the Borrower Payment Obligations shall become immediately Payee may declare the then outstanding amounts hereunder 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 amounts hereunder so declared to be due and payable, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without notice or presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker; (iii) If any other Event of Default described in Section 6 has occurred, Payee shall deliver notice of such event to Maker and thereupon Maker shall have twenty (20) calendar days to cure such Event of Default, or Events of Default ("Cure Period"). If Maker does not cure the Borrower hereby expressly waives Event of Default, or Events of Default, during the Cure Period, then at any time thereafter during the continuance of such notice event, the Payee may declare the then outstanding amounts hereunder 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 amounts hereunder so declared to be due and payable, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, anything contained in protest or other notice of any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrarykind, enforcement all of remedies hereunder and under the Funding Loan Agreement shall be controlled which are hereby waived by the Funding LenderMaker.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company, any Subsidiary Guarantor or any Non-Recourse Pledgor that is a “Significant Subsidiary” as defined in Regulation S-X (17 CFR part 210) described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (w) all accrued and unpaid interest thereon, and (x) any applicable Make-Whole Amount or other premium determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein or demand, anything contained in any Borrower Loan Document to Supplement specifically provided for) and that the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement provision for payment of remedies hereunder and under the Funding Loan Agreement shall be controlled a Make-Whole Amount or other premium by the Funding LenderCompany in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon (a) On and at any time after the occurrence of an Event of Default (other than an Event of Default described in paragraph (e)which is continuing the Agent may, (f) or and shall if so directed by the Majority Banks, by notice to the Company: (i) of Section 8.1cancel the Total Commitments whereupon they shall immediately be cancelled; (ii) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights declare that all or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions part of the Fiscal Agent)Loans, without notice or demandtogether with accrued interest, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on accrued under the Borrower Notes to Finance Documents be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations whereupon they shall become immediately due and payable, without notice ; and/or (iii) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Banks. (b) If an Event of Default occurs under paragraph (b) of Clause 23.7 (Insolvency and Rescheduling) in relation to: (i) any US Borrower: (A) the Total Commitments in relation to such US Borrower hereby expressly waives any shall immediately be cancelled; and (B) all of the Loans made to such notice or demandUS Borrower, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrarytogether with accrued interest, enforcement of remedies hereunder and all other amounts accrued under the Funding Loan Agreement Finance Documents with respect to such US Borrower shall be controlled immediately due and payable, in each case automatically and without any direction, notice, declaration or other act; or (ii) any US Guarantor, each amount expressed by Clause 18 (Guarantee and Indemnity) to be payable by that US Guarantor on demand shall, after that Event of Default has occurred, be immediately due and payable by that US Guarantor without the Funding Lender.need for any demand or other claim on that US Guarantor or any other Obligor. Back to Contents

Acceleration. Upon If an Event of Default shall occur and be continuing (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise), then: (a) if such event is an Event of Default specified in clause (a) or (b) of Section 11, the occurrence holder of any Note (other than the Company or any of its Subsidiaries or Affiliates) may at its option, by notice in writing to the Company, declare such Note to be, and such Note shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or additional notice of any kind, all of which are hereby waived by the Company; (b) if such event is an Event of Default specified in clause (h), (i) or (j) of Section 11 with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and together with the Make-Whole Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company; and (c) with respect to any event constituting an Event of Default hereunder, the Required Holder(s) of the Notes of any Series may at its or their option, by notice in writing to the Company, declare all of the Notes of such Series to be, and all of such Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Make-Whole Amount, if any, with respect to each such Note, without presentment, demand, protest or additional notice of any kind, all of which are hereby waived by the Company. Whenever any Note shall be declared immediately due and payable pursuant to this Section 12, the Company shall forthwith give written notice thereof to the holder of each Note of each Series at the time outstanding. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for the payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or accelerated as a result of an Event of Default (other than an Event Default, is intended to provide compensation for the deprivation of Default described in paragraph (e), (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take right under such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lendercircumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Reporting Entity or the Company (if the Company is not the Reporting Entity) described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of a Series of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions declare all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes of such Series then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. STERIS CORPORATION NOTE PURCHASE AGREEMENT Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon (a) If an Event of Default with respect to an Issuer Party described in Section 11(g), (h) or (i) has occurred, all the occurrence of an Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default (other than an Event of Default described in paragraph under paragraphs (ea), (fc) or (id) of this Section 8.112.1) has occurred and is continuing, the Collateral Agent (at the direction of the Required Holders given at any time and from time to time thereafterat their option), as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Issuer, shall declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) of Section 8.1has occurred and is continuing, the Borrower Payment Obligations Collateral Agent (at the direction of the Required Holders given at any time at their option), by notice or notices to the Issuer, shall become declare all the Notes then outstanding to be immediately due and payable. (d) If any Event of Default described in Section 11(q) has occurred and is continuing for 30 days, unless the relevant CRC Debt Agreement Specified Default is permanently cured or waived, the Collateral Agent (at the direction of the Required Holders given at any time at their option), by notice or notices to the Issuer, shall declare all the Notes then outstanding to be immediately due and payable. If the relevant CRC Debt Agreement Specified Default shall have been permanently cured and waived, then any Event of Default described in Section 11(q) relating thereto shall be deemed cured and no longer continuing. (e) Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), shall all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Issuer acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderIssuer (except as herein specifically provided for).

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount, if any, and any other ​ 1 NTD: Please complete this blank. ​ premium, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in CLAUSES (VII) or (VIII) of PARAGRAPH 10 has occurred, all Notes then outstanding shall automatically become immediately due and payable at 100% of the principal amount thereof together with all interest accrued thereon and the Make-Whole Amount, without presentment, demand, protest or notice of any kind, all of which are expressly waived by the Company. (b) If any other than Event of Default has occurred, the Required Holders may at their option declare each Note to be, and each Note shall thereupon be immediately due and payable at 100% of the principal amount thereof together with all interest accrued thereon and the Make-Whole Amount, without presentment, demand, protest or notice of any kind, all of which are expressly waived by the Company. (c) if an Event of Default described specified in paragraph CLAUSE (e), (fI) or (iII) of Section 8.1) PARAGRAPH 10 has occurred, any Holder, whether or not the Required Holders have declared each Note to be due and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender payable pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action immediately preceding SUBPARAGRAPH (whether directly or by directing the actions of the Fiscal AgentB), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations may declare each Note held by such Holder to be immediately due and payable (includingat 100% of the principal amount thereof together with interest accrued thereon and Make-Whole Amount, without limitationpresentment, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment protest or notice of the Borrower Payment Obligations in any manner and in any order determined by Funding Lenderkind, in Funding Lender’s sole and absolute discretion; and upon any Event all of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby which are expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled waived by the Funding LenderCompany.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (f) or (g) of Section 11 (other than an Event of Default described in clause (i) of paragraph (e), (f) or described in clause (vi) of paragraph (f) by virtue of the fact that such clause encompasses clause (i) of Section 8.1paragraph (f)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 60% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to any Credit Party described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Defalt may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) and at any time and from time to time thereafter, as long as such Event or described in clause (vi) of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action paragraph (whether directly or g) by directing the actions virtue of the Fiscal Agentfact that such clause encompasses clause (i) of paragraph (g)) has occurred, without notice or demand, as all the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be then outstanding shall automatically become immediately due and payable), without notice or demand, . Stepan Company Amended and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon Restated Note Agreement (b) If any Event of Default described in paragraph (ea) of Section 11 has occurred and is continuing, any holder or holders of 25% or more in principal amount of the Notes at the time outstanding may, and if any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. (c) In addition to the collective remedies of the holders of the Notes in clause (b), if any Event of Default described in paragraph (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11.2(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111.2(g) or described in clause (vi) of Section 11.2(g) by virtue of the fact that such clause encompasses clause (i) of Section 11.2(g)) has occurred, all the Series R Bonds then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 66-2/3% in principal amount of the Series R Bonds at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Series R Bonds then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11.2(a) or (ib) has occurred and is continuing, any holder or holders of Series R Bonds at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Series R Bonds held by it or them to be immediately due and payable. Upon any Series R Bonds becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Series R Bonds will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Series R Bonds, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Series R Bond has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Series R Bonds free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series R Bonds are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes of any Series at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take Notes of such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Series then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are Eagle Materials Inc. Note Purchase Agreement prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default (other than as specified in Sections 7.01(i) or (j)) shall occur and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Trustee and the Company, may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued and unpaid interest on all of the Notes due and payable immediately, upon which declaration all amounts payable in respect of the Notes shall be immediately due and payable. If an Event of Default described specified in paragraph (e), (fSections 7.01(i) or (ij) of Section 8.1) occurs and at any time is continuing, then the principal of, premium, if any, and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions accrued and unpaid interest on all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect Notes shall become and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any Holder of Notes. (b) If the Notes are accelerated or otherwise become due prior to their Stated Maturity, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to an optional redemption of the Notes pursuant to Section 4.07, in effect on the date of such acceleration as if such acceleration were an optional redemption of the Notes accelerated. (c) Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default (including, without limitationbut not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes (including the Applicable Premium) will also be due and payable, in cash, as though the Notes were optionally redeemed and shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (1) the premium is reasonable and is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (2) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (3) there has been a course of conduct between Holders and the Company giving specific consideration in this transaction for such agreement to pay the premium; and (4) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the premium (including the Applicable Premium) to Holders as herein described is a material inducement to Holders to purchase the Notes. (d) After a declaration of acceleration hereunder, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal ofamount of the outstanding Notes, Prepayment Premiumby written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul such declaration if (1) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest on all Notes, (A) the principal of and premium, if any, on any Notes which have become due otherwise than by such declaration of acceleration and interest on and all other amounts due on thereon at the Borrower Notes to be immediately due and payable), without notice or demandrate borne by the Notes, and apply such (D) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the Borrower Payment Obligations in rate borne by the Notes (without duplication of any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph amount paid or deposited pursuant to subclause (e), (fB) or (iC)); (2) the rescission would not conflict with any judgment or decree of Section 8.1a court of competent jurisdiction; and (3) all Events of Default, other than the Borrower Payment Obligations shall non-payment of principal of, premium, if any, or interest on the Notes that has become immediately due and payablesolely by such declaration of acceleration, without notice have been cured or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lenderwaived.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph clause (e)i) of Northern Utilities, (fInc. Note Purchase Agreement Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 8.111(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 66 2/3% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to an Obligor described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Obligors, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to an Obligor, declare all the Notes held by it to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Obligors acknowledge, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderObligors (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Obligors in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. AZZ incorporated Note Purchase Agreement (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of 35% or more in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon (A) If at any time or during any period, (i) Telewest or any member of the occurrence TCN Group (other than an Immaterial Group Entity) shall reside or have a domicile, a place of business or a property in the United States (to the extent that such residence, domicile, place of business or property is sufficient for a person to become a "debtor" under section 109(a) of the U.S. Federal Bankruptcy Code) and (ii) an Event of Default specified in clauses 13.1(h) to (n) shall have occurred and be continuing in respect of Telewest or any such member of the TCN Group, as applicable, in furtherance of which Event of Default an order for relief with respect to Telewest or such member of the TCN Group, as applicable, shall actually be (or shall be deemed to have been) entered under the U.S. Federal Bankruptcy Code, then the obligation of each Bank to make its Commitment available shall be automatically terminated and the Loan and all interest and commitment commission accrued and all other sums payable under this Agreement immediately shall become due and payable. (B) At any time after the happening of any Event of Default (other than an in the circumstances set out in sub-clause (A) above), so long as the same is continuing and so long as either (1) the agent under the Senior Loan Agreement has accelerated the Senior Loan under clause 13.2 of the Senior Loan Agreement or (2) 365 days have elapsed since the occurrence of the Event of Default described in paragraph (e)Default, (f) or (i) of Section 8.1) the Agent may, and at any time and from time to time thereafterif so requested by the Majority Banks shall, as long as such Event of Default continues to exist, in addition without prejudice to any other rights or remedies available to of the Governmental Lender pursuant Banks, by notice to the Borrower declare that: (a) the obligation of each Bank to make its Commitment available shall be terminated, whereupon the Commitments shall be reduced to zero forthwith; and/or (b) the Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower all interest and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on commitment commission accrued and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall sums payable under this Agreement have become immediately due and payable, without notice whereupon the same shall, immediately, or demandon demand or otherwise in accordance with the terms of such notice, become due and payable; and/or (c) it and/or the Borrower hereby expressly waives Security Trustee shall exercise any such notice or demand, anything contained in any Borrower Loan Document of the rights granted to the contrary notwithstanding. Notwithstanding anything herein to Agent, the contrary, enforcement of remedies hereunder and Security Trustee or the Banks under the Funding Loan Agreement shall be controlled by the Funding LenderSecurity Documents.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), and (fy) or the Make-Whole Amount determined in respect of such principal amount (i) of Section 8.1to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable and the Facility shall automatically terminate. (a) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations Notes then outstanding to be immediately due and payable and Prudential may at its option, by notice in writing to the Company, terminate the Facility. (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon b) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare all the Notes held by it to be immediately due and payable. Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the applicable Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Article XI (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Article XI has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon and during the continuance of a Default or Event of Default, the Notes shall bear interest at a default rate of 16% per annum payable monthly as set forth in the Notes. Notwithstanding the foregoing, upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal, which will be equal to the full principal amount of such Notes times the applicable Redemption Price Percentage set forth in Section 8.1, the Borrower Payment Obligations plus all accrued and unpaid interest thereon, shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for).

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than a majority in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g), (h), or (i) (Events of Default) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) (Events of Default) or described in clause (vi) of Section 11(g) (Events of Default) by virtue of the fact that such clause encompasses clause (i) of Section 11(g) (Events of Default)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) (Events of Default) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon (a) On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower: (i) cancel the Total Commitments at which time they shall immediately be cancelled; (ii) declare that all or part of the Loans, together with accrued interest, and all other than amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time it shall become immediately due and payable; (iii) declare that all or part of the Loans be payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or (iv) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that on and at any time after the occurrence of an Event of Default described in paragraph (e), b) of Clause 21.5 (fInsolvency) or Clause 21.6 (iInsolvency Proceeding) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available with respect to the Governmental Lender pursuant to Parent or the Borrower Loan Documents or at law any Security Provider organised or incorporated in equity, the Funding Lender may, take such action United States of America: (whether directly or by directing A) the actions Total Commitments shall automatically and immediately be cancelled; and (B) all of the Fiscal Agent)Loans, without notice or demandtogether with accrued interest, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on accrued or outstanding under the Borrower Notes to be Finance Documents will automatically and immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or presentment, demand, and the Borrower protest or any other notice of any kind, all of which are hereby expressly waives any such notice waived by the Obligors and Security Providers, notwithstanding anything in this Agreement or demand, anything contained in any Borrower Loan other Finance Document to the contrary notwithstanding. Notwithstanding anything herein or otherwise to the contrary, enforcement . (b) If the Agent gives any notice to the Parent or the Borrower in accordance with paragraph (a) above it shall promptly (and in any event within two Business Days of remedies hereunder and under providing such notice to the Funding Loan Agreement shall be controlled by Borrower) notify the Funding LenderSecurity Agent of the same. SECTION 8 CHANGES TO PARTIES

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company or its Subsidiaries described in paragraph (g) or (h) of Section 11 has occurred, all the Loans then outstanding shall automatically become immediately due and payable. (b) If any Event of Default other than an Event of Default described in paragraph clause (e)a) above has occurred and is continuing, (f) the Agent may, or (i) at the request of Section 8.1) and at any time and from time to time thereafterthe Required Lenders shall, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Loans then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, the Borrower Payment Obligations shall become Agent may at any time, or at the request of any holder or holders of Loans at the time outstanding affected by such Event of Default shall, by notice or notices to the Company, declare all the Loans held by such Lender or Lenders to be immediately due and payable. Upon any Loans becoming due and payable under this Section 12.1, whether automatically or by declaration, such Loans will forthwith mature and the entire unpaid principal amount of such Loans, plus (x) all accrued and unpaid interest thereon and (y) the premium, if any, determined in respect of such principal amount (to the full extent permitted by Applicable Law), shall all be immediately due and payable in immediately available funds, in each and every case without presentment, demand, protest or further notice and without setoff, counterclaim or demanddeduction of any kind, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained in any Borrower Loan Document that each Lender has the right to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled own its Loans free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a premium by the Company in the event that the Loans are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice ▇▇▇▇▇▇▇▇▇ Company, Inc. Note Purchase Agreement presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default has occurred with respect to the Company in connection with an “Event of Default” as described under Section 6.01(c) or (d) of the Indenture, all of the Series 2014B Notes then outstanding shall automatically become immediately due and payable. (b) If any other than an Event of Default described has occurred and is continuing, any holder or holders of more than 50% in paragraph (e), (f) or (i) aggregate principal amount of Section 8.1) and the Series 2014B Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions declare all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Series 2014B Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e)a) of Section 18.1 has occurred and is continuing with respect to any Notes, (f) any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all of the Series 2014B Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 18.2, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Series 2014B Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series 2014B Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates) may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an If any Event of Default (other than an Event those of Default the type described in paragraph (e), (fSection 6.01(h) or (i) ), or resulting from a breach of Section 8.14.24, for which Additional Amounts are provided) occurs and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityis continuing, the Funding Lender Trustee may, take such action (whether directly or by directing and the actions Trustee upon the request of Holders of 25% in principal amount of the Fiscal Agent)outstanding Notes shall, without notice or demandthe Holders of at least 25% in principal amount of outstanding Notes may, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, declare the principal ofof all the Notes, Prepayment Premiumtogether with all accrued and unpaid interest, premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without payable by notice or demand, in writing to the Company and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Trustee specifying the respective Event of Default described in paragraph and that such notice is a notice of acceleration (ethe “Acceleration Notice”), (f) or (i) of Section 8.1, and the Borrower Payment Obligations same shall become immediately due and payable. In the case of an Event of Default specified in Section 6.01 (h) or (i) hereof, all outstanding Notes shall become due and payable immediately without notice any further declaration or demand, and other act on the Borrower hereby expressly waives any such notice part of the Trustee or demand, anything contained the Holders. Holders may not enforce this Indenture or the Notes except as provided in any Borrower Loan Document this Indenture. In the case of an Event of Default with respect to the contrary notwithstanding. Notwithstanding anything herein Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention or effect of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.05 hereof, an equivalent premium shall also become and be immediately due and payable to the contrary, enforcement extent permitted by law upon the acceleration of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes. If an Event of Default occurs prior to 2010 by reason of any willful action or inaction taken or not taken by the Funding LenderCompany or on the Company’s behalf with the intention of avoiding the premium required upon a redemption of the Notes under Section 3.05, then the premium specified in Section 3.05 shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes. The Trustee shall not be obliged to declare the Notes immediately due and payable under this Section 6.02 unless it has been first indemnified and/or secured to its satisfaction in respect of all losses which it has incurred to that date and to which it may thereby and as a consequence thereof in its opinion render itself, or have rendered itself, liable.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 33% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to any MDA Party or MDA Pledgor described in Section 11(g), (h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations them to be immediately due and payable. (c) If any other Event of Default has occurred and is continuing, the Required Holders at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal ofamount (to the full extent permitted by applicable law), Prepayment Premium, if any, and interest on and shall all other amounts due on the Borrower Notes to be immediately due and payable), in each and every case without notice or presentment, demand, and apply such payment protest or further notice, all of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demandwhich are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make- Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(h) or described in clause (vi) of Section 11(h) by virtue of the fact that such clause encompasses clause (i) of Section 11(h)) has occurred, all the Notes then outstanding shall automatically become immediately due and at payable. (b) If any time and from time to time thereafter, as long as such Event of Default continues to existdescribed in Section 11(a) or (b) has occurred and is continuing, in addition to any other rights action that may be taken pursuant to Section 12.1(c), any holder or remedies available holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents Notes held by it or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes them to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in . (c) If any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described has occurred and is continuing, any holder or holders of a majority in paragraph principal amount of the Notes of any Series at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes of such Series then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (ex) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate), and (fy) or the Make-Whole Amount determined in respect of such principal amount (i) of Section 8.1to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from prepayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default has occurred with respect to the Company in connection with an “Event of Default” under Sections 8.1(a)(6) or 8.1(a)(7) of the Indenture or an “Event of Default” under Sections 10.1(d) or 10.1(e) of the Mortgage, all of the Notes then outstanding shall automatically become immediately due and payable. (b) If any other than an Event of Default described has occurred and is continuing, any Holder or Holders of more than 50% in paragraph (e), (f) or (i) aggregate principal amount of Section 8.1) and the Notes at the time outstanding may at any time and from time to time thereafter, as long as during the continuation of such Event of Default continues to existDefault, in addition to any other rights at its or remedies available their option, by notice or notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions declare all of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any Holder or Holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time during the continuation of such Event of Default, at its or their option, by notice or notices to the Company, declare all of the Notes held by such Holder or Holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make‑Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each Holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding Lender.Company (except as herein specifically provided for) and that the provision for payment of a Make‑Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. ▇▇▇▇▇ ▇▇▇▇▇▇ Gas Company Note Purchase Agreement

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Parent Guarantor, the Company or any Subsidiary Guarantor described in Section 11(g), (h) or (i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. 59 DB1/ 88987621.10 (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Parent Guarantor, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . 60 DB1/ 88987621.10 (c) If any Event of Default described in paragraph Section 11(a) or (eb) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate upon the occurrence and during the continuance of an Event of Default), (fy) the applicable Make-Whole Amount or Modified Make-Whole Amount, if any, determined in respect of such principal amount (ito the full extent permitted by applicable law), as applicable, and (z) any Net Loss with respect to any Swapped Note and, subject to Section 8.11, less the amount of Section 8.1any Net Gain with respect to any Swapped Note, the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Obligors acknowledge, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and/or Modified Make-Whole Amount, if any, by the Company if the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 37% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note's becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default (other than an Event of Default with respect to the Company described in paragraph (e), (fg) or (ih) of Section 8.111 has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or Notes at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes time outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders 1 NTD: Please complete this blank. ​ ​ ​ of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount, if any, and any other premium, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of a majority or more in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Parent or the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Series 2001-A Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in principal amount of the Series 2001-A Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityCompany, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and declare all other amounts due on the Borrower Series 2001-A Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Series 2001-A Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Series 2001-A Notes held by it or them to be immediately due and payable. Upon any Series 2001-A Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Series 2001-A Notes will forthwith mature and the entire unpaid principal amount of such Series 2001-A Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Series 2001-A Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Series 2001-A Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series 2001-A Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time and from time to time thereafterStericycle, as long as such Event of Default continues to existInc. Note Purchase Agreement at its or their option, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. Upon any Note’s becoming due and payable under this Section 12.1 or whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of an Event of Default (other than i) If an Event of Default described in paragraph (e), (f) or (ig) of Section 8.1) 5 hereof shall occur, this Note and at any time the obligation to pay the principal and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be accrued interest hereunder shall automatically become immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due any action or notice on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment part of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Payee. (ii) If an Event of Default described in paragraph paragraphs (a), (b), (d), (e), (fh), (i), (j), (k), (l) or (im) of Section 8.15 hereof has occurred, and at any time thereafter during the continuance of such event, the Borrower Payment Obligations shall become immediately Payee may declare the then outstanding amounts hereunder 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 amounts hereunder so declared to be due and payable, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without notice or presentment, demand, protest or other notice of any kind, all of which are hereby waived by Maker; (iii) If any other Event of Default described in Section 5 has occurred, Payee shall deliver notice of such event to Maker and thereupon Maker shall have twenty (20) calendar days to cure such Event of Default, or Events of Default ("Cure Period"). If Maker does not cure the Borrower hereby expressly waives Event of Default, or Events of Default, during the Cure Period, then at any time thereafter during the continuance of such notice event, the Payee may declare the then outstanding amounts hereunder 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 amounts hereunder so declared to be due and payable, together with accrued interest thereon and all other obligations of Maker accrued hereunder, shall become due and payable immediately, without presentment, demand, anything contained in protest or other notice of any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrarykind, enforcement all of remedies hereunder and under the Funding Loan Agreement shall be controlled which are hereby waived by the Funding LenderMaker.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Article XI (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all Notes shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (b) of Article XI has occurred and is continuing, any Noteholder affected by such Event of Default may at any time, at its option, by notice or notices to the Company, declare any Note held by it to be immediately due and payable. Upon any Note becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law), the Borrower Payment Obligations shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each Noteholder has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Note free from repayment by the Funding LenderCompany (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that a Note is prepaid or is accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default (other than an Event of Default with respect to the Company described in paragraph (e), (fg) or (ih) of Section 8.111 has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) and at If any time and from time to time thereafter, as long as such other Event of Default continues has occurred and is continuing, subject to exist, a resolution of the Required Holders to be taken in addition to any other rights or remedies available accordance with Section 18.1 (to the Governmental Lender pursuant extent required by Italian law in effect at such time), the Joint Representative, or the requisite percentage of Notes specified in Section 18.1, may, by notice or notices to the Borrower Loan Documents or at law or in equityCompany, declare all the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. In addition, if (i) any Event of Default (other than those described in clauses (a) and (b) of Section 11 and Section 12.1(a)) has occurred and is continuing, (ii) the holders of at least one-twentieth of the aggregate principal amount of the Notes then outstanding have requested the convening of a Noteholders’ Meeting, and (iii) such Noteholders’ Meeting has not been convened on or prior to the fifth day after the expiration of the minimum statutory notice period for such meeting, assuming notice thereof was given on the date of such request (or on or prior to the fifth day after such request if there is no such minimum period), then, until the date such Noteholders’ Meeting shall become be convened, each holder of Notes shall have the right, at any time, at its option, by notice or notices to the Company, to declare all the Notes then held by it to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to any Borrower described in Section 8.1(h) or Section 8.1(i) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.18.1(h) or described in clause (vi) of Section 8.1(h) by virtue of the fact that such clause encompasses clause (i) of Section 8.1(h)) has occurred, any remaining Commitments shall automatically be terminated and all the Non-Mortgage Loans and Non-Mortgage Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, then the Required Non-Mortgage Lenders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equityParent, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations declare any remaining Commitments to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on terminated and all other amounts due on the Borrower Non-Mortgage Loans and Non-Mortgage Notes then outstanding to be immediately due and payable), without notice or demandprovided that if such Event of Default is a Curable Lease Default, the Lenders shall not make such a declaration on the basis thereof during the Standstill Period specified in the Assignment of Leases and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon Rents. (c) If any Event of Default with respect to any Borrower described in paragraph (e), (fSection 8.1(a) or (ib) has occurred and is continuing, any Lender or Lenders affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent, declare any of their remaining Commitments to be terminated and any Non-Mortgage Loans and Non-Mortgage Notes held by it or them to be immediately due and payable. (d) Upon any Non-Mortgage Loans and Non-Mortgage Notes becoming due and payable under this Section 8.18.2, whether automatically or by declaration, such Loans and Notes will forthwith mature and the Borrower Payment Obligations entire unpaid principal amount of such Loans, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount, if any, determined in respect of such principal amount of any Term Loans (to the full extent permitted by applicable law) and the Breakage Cost Indemnity, if any, with respect to any Revolving Loans shall become all be immediately due and payable, in each and every case without notice or presentment, demand, protest or further notice, all of which are hereby waived. The Borrowers acknowledge that each Lender has the right to maintain its investment in the Term Loans free from repayment (except as herein specifically provided for) and that the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement provision for payment of remedies hereunder and under the Funding Loan Agreement shall be controlled a Make-Whole Amount by the Funding LenderBorrowers in the event that any Term Loan is prepaid or is accelerated as a result of an Event of Default is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default (other than an Event of Default with respect to the Guarantor described in paragraph (e), (f) or (ik) of Section 8.114 has occurred, all the Guaranteed Obligations then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any Holder or Holders of more than 51% in principal amount of any Series of Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Guarantor, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take Guaranteed Obligations of such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes Series then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (f) or (ia) of Section 8.114 has occurred and is continuing, any Holder or Holders of Notes at the Borrower Payment time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Guarantor, declare all Guaranteed Obligations held by it or them to be immediately due and payable. Upon any of the Guaranteed Obligations becoming due and payable under this Section 15.1, whether automatically or by declaration, such Guaranteed Obligations will forthwith mature and the Guaranteed Obligations shall become all be immediately due and payable, in each and every case without notice or presentment, demand, and protest or further notice, all of which are hereby waived. The Guarantor acknowledges that each Holder has the Borrower hereby expressly waives any such notice or demand, anything contained right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany or the Guarantor (except as specifically provided for herein or in the Note Purchase Agreements), and that the provision for payment of a Make-Whole Amount by the Company (and guaranteed by the Guarantor) in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.1paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in paragraph (f), (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (e), (f) or described in clause (vi) of paragraph (f) by virtue of the fact that such clause encompasses clause (i) of Section 8.1paragraph (f)) and at any time and from time to time thereafterhas occurred, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to all the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be Notes then outstanding shall automatically become immediately due and payable and the Facility shall automatically terminate. (including, without limitationb) If any other Event of Default has occurred and is continuing, the principal ofRequired Holders may at any time at their option, Prepayment Premiumby notice or notices to the Company, if any, and interest on and declare all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of Prudential may, at its option, by notice in writing to the Borrower Payment Obligations in any manner and in any order determined by Funding LenderCompany, in Funding Lender’s sole and absolute discretion; and upon terminate the Facility. (c) If any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.111 has occurred and is continuing, any holder or holders of Notes at the Borrower Payment Obligations time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph (ethe foregoing Subsections 6.1(F) or 6.1(G), the unpaid principal amount of and accrued interest and fees (fincluding Breakage Fees, if any) on the Loans, payments under the Letters of Credit and all other Obligations (other than Obligations under any Related Secured Hedge Agreement to which a Lender or (ian Affiliate of a Lender is a party, which may be accelerated solely in the discretion of such Lender or Affiliate of a Lender party thereto) of Section 8.1, the Borrower Payment Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or demandother requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligations of Lenders to make Loans and issue Letters of Credit shall thereupon terminate. Upon the occurrence and during the continuance of any other Event of Default, Administrative Agent may and upon written demand of Requisite Lenders shall by written notice to Borrower hereby expressly waives declare all or any portion of the Loans, all or any Letter of Credit and all or some of the other Obligations (other than Obligations under any Related Secured Hedge Agreement to which a Lender or an Affiliate of a Lender is a party, which may be accelerated solely in the discretion of such notice Lender or demandAffiliate of a Lender party thereto) to be, anything contained in any and the same shall forthwith become, immediately due and payable together with accrued interest and fees (including Breakage Fees, if any) thereon, and upon such acceleration the obligations of Lenders to make Loans and issue Letters of Credit shall thereupon terminate and Borrower Loan Document to shall immediately comply with the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement provisions of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding LenderSubsection 1.17.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in paragraph (e), (f) or clause (i) of Section 8.111(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. Tortoise MLP Fund, Inc. Note Purchase Agreement (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time and from time to time thereafterat its or their option, as long as such Event of Default continues to exist, in addition to any other rights by notice or remedies available notices to the Governmental Lender pursuant to Company, declare all the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due on the Borrower Notes then outstanding to be immediately due and payable), without notice or demand, and apply such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon . (c) If any Event of Default described in paragraph (e), (fSection 11(a) or (ib) has occurred and is continuing, any Holder or Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 8.112.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount, if any, the Borrower Payment Obligations Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall become all be immediately due and payable, in each and every case without notice presentment, demand, protest or demandfurther notice, all of which are hereby waived. The Company acknowledges, and the Borrower hereby expressly waives any such notice or demandparties hereto agree, anything contained that each Holder of a Note has the right to maintain its investment in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Notes free from repayment by the Funding LenderCompany (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, a Floating Rate Prepayment Amount and a LIBOR Breakage Amount, by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Acceleration. Upon the occurrence of (a) If an Event of Default (other than an Event in respect of Default described in paragraph (e), (fthe Issuer) occurs and is continuing under Sections 11.(g) or (i) of Section 8.1) and at any time and from time to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agenth), without notice or demand, as then the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the outstanding principal of, Prepayment Premium, if any, of and interest on and the Notes, plus all other amounts due accrued but unpaid interest on the Borrower Notes to be principal amount of the Notes, plus the Prepayment Premium (if any), plus the Equity Option Fee (if any) and any other unpaid fees, shall automatically become immediately due and payable), without notice or presentment, demand, and apply such payment protest or notice of the Borrower Payment Obligations in any manner and in kind, all of which are expressly waived. If any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any other Event of Default described in paragraph occurs and is continuing, the Majority Holders, by written notice to the Issuer, may declare the principal of and interest on the Notes, plus all accrued but unpaid interest on the principal amount of the Notes, plus the Prepayment Premium (eif any), plus the Equity Option Fee (fif any) or (i) and any other unpaid fees, to all be due and immediately payable. Upon any such declaration of Section 8.1acceleration, the Borrower Payment Obligations all such principal, interest, premiums and fees, shall become immediately due and payable, without presentment, demand, protest or notice or demandof any kind, all of which are expressly waived, and the Borrower hereby expressly waives Holders and the Collateral Agent shall be entitled to exercise all of their rights and remedies hereunder and under such Note or any such notice other Note Document whether at law or demand, anything contained in any Borrower Loan Document to the contrary notwithstandingequity. Notwithstanding anything herein to the contrary, enforcement if the Notes are accelerated pursuant to this Section 11.2(a) as a result of remedies hereunder the failure by the Issuer to comply with any Financial Covenant set forth in Section 8.14(a) or Section 8.14(b) and such failure was by less than 0.10x of the Consolidated Total Net Leverage Ratio or the Interest Coverage Ratio, as applicable, then the Prepayment Premium, but not the Equity Option Fee, shall become immediately due and payable, in addition to all other principal, interest, premiums, fees and Obligations. (b) Without limiting the generality of the foregoing, in the event the Notes are accelerated or otherwise become due on or prior to the Maturity Date in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default arising under Sections 11.1(g) or (h) (including the acceleration of claims by operation of law)), the Prepayment Premium and the Equity Option Fee with respect to an optional prepayment pursuant to Section 3.4 will also be due and payable as though the Notes were optionally prepaid and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium or fee (including the Prepayment Premium and Equity Option Fee) payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Issuer agrees that it is reasonable under the Funding Loan Agreement circumstances currently existing. The premium (including the Prepayment Premium and Equity Option Fee) shall also be payable in the event the Notes (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM AND FEE (INCLUDING THE PREPAYMENT PREMIUM AND EQUITY OPTION FEE) IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium and fees (including the Prepayment Premium and Equity Option Fee) are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium and fees (including Prepayment Premium and Equity Option Fee) shall be controlled by payable notwithstanding the Funding Lenderthen prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium and the fee (including the Prepayment Premium and Equity Option Fee); and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Issuer expressly acknowledges that its agreement to pay the premium and fees (including the Prepayment Premium and Equity Option Fee) to holders of the Notes as herein described is a material inducement to the Holders to purchase the Notes.

Acceleration. 10.1. Upon the occurrence of an Event of Default (other than an Event of Default described in paragraph (e), (f) or (i) of Section 8.1) Acceleration and at any time and from time to time thereafter, as long as such if any Event of Default continues Acceleration shall then be continuing, the Lender, by written notice to existthe Company, in addition may (i) declare the Outstanding Principal Amount, and accrued Interest thereon, to be, whereupon the same, together with any other rights or remedies available to amounts owing by the Governmental Lender pursuant to Company under the Borrower Loan Documents or at law or in equityshall become, the Funding Lender may, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately forthwith due and payable without further presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Company, whereupon the Lender may proceed to exercise all of its rights and remedies against the Company under the Loan Documents and under applicable law and/or (includingii) declare its obligation to make further Installments terminated, without limitationwhereupon such obligations shall be terminated; provided, however, that if an Event of Acceleration described in Section 10.3.4. should occur, the result which would otherwise occur only upon the giving of written notice to the Company, as specified above, shall occur automatically without the giving of such notice. 10.2. The Company shall promptly notify the Lender of the occurrence of any Event of Acceleration. 10.3. Each of the events set out below in this Section 10.3 shall be an “Event of Acceleration”: 10.3.1. The Company or any of its Subsidiaries does not pay any amount payable by it under the Loan Documents when due and such default shall continue unremedied for more than five (5) Business Days after written notice by the Lender to the Company; 10.3.2. Default shall be made by the Company or any of its Subsidiaries in the due observance or performance of any other covenant or condition contained in any of the Loan Documents required to be observed or performed by it which default is not remedied within 30 days after written notice from Lender. 10.3.3. Any representation or warranty made by the Company or any of its Subsidiaries in the Loan Documents is incorrect or misleading in any material respect when made (or deemed made); 10.3.4. The Company or any of its Subsidiaries commences, or there is commenced against either of the Company or any of its Subsidiaries (or any of its assets), any proceedings under any bankruptcy, insolvency, reorganization, receivership, relief of debtors, dissolution, liquidation or similar law of any jurisdiction and, if such proceedings are commenced against the Company or any of its Subsidiaries, such proceedings are not dismissed within 60 days after the institution thereof; the Company or any of its Subsidiaries admits in writing its inability to pay its debts generally as such debts become due; a court of competent jurisdiction enters an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Company or any of its Subsidiaries or of the whole or any substantial part of its properties which order, judgment or decree is not dismissed within 60 days after the giving thereof; or the Company or any of its Subsidiaries makes a general assignment for the benefit of creditors; 10.3.5. One or more judgments for payment of money in excess of $ 250,000 in the aggregate shall be rendered against the Company or any of its Subsidiaries and such judgments, decrees or orders shall continue unsatisfied and in effect for a period of 30 consecutive days without being vacated, discharged, satisfied or stayed or bonded pending appeal; 10.3.6. The Company or any of its subsidiaries shall: (i) fail to pay any installment of principal of, Prepayment Premiumor interest on, any other indebtedness for borrowed money in a principal amount which exceeds $ 200,000 (“Other Debt”), whether now or at any time hereafter outstanding, whether at maturity, by call for redemption, acceleration, declaration or otherwise or (ii) fail to perform or observe any term, covenant or condition on its part to be performed or observed under any agreement or instrument relating to any such Other Debt, when required to be performed or observed, if anythe effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, the maturity of such Other Debt or any such Other Debt shall be declared to be due and interest on and all payable or required to be prepaid (other amounts due than by a regularly scheduled required prepayment) prior to the stated maturity thereof; 10.3.7. A breach by the Company of Section 11 herein which is not cured within 30 days after written notice from Lender; 10.3.8. A Change of Control shall have been consummated; or 10.3.9. Any event or series of events occur(s), which, in the reasonable opinion of the Lender, after discussion with the Company, is likely to have a material adverse effect on the Borrower Notes to be immediately due and payable), without notice or demand, and apply such payment ability of the Borrower Payment Obligations in Company to pay any manner and in any order determined amount payable by Funding Lender, in Funding Lender’s sole and absolute discretion; and upon any Event of Default described in paragraph it under this Agreement when due. This Section 10.3.9 shall only apply at such times that the Outstanding Principal Amount exceeds five million US dollars (eUS $ 5,000,000), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become immediately due and payable, without notice or demand, and the Borrower hereby expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding Lender.

Acceleration. Upon the occurrence of an If any Event of Default (other than an Event ------------ of Default described specified in paragraph (e), (fSection 6.01(g) or (iSection 6.01(h) of Section 8.1hereof) occurs and at any time is continuing, then and from time to time thereafterin every such case, as long as such Event of Default continues to exist, the Trustee by a notice in addition to any other rights or remedies available writing to the Governmental Lender pursuant Company, or the Holders of not less than 25 percent of the outstanding aggregate principal amount at Stated Maturity of Convertible Notes by a notice in writing to the Borrower Loan Documents or at law or in equityCompany and the Trustee, may declare the Funding Lender mayDefault Amount, take such action (whether directly or by directing the actions of the Fiscal Agent), without notice or demand, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and to the Project, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premiumpremium, if any, and any accrued and unpaid interest (and Special Interest, if any) on and all other amounts due on the Borrower Convertible Notes then outstanding to be immediately due and payable). Upon any such declaration, without notice or demandsuch Default Amount, premium, if any, and apply such payment of the Borrower Payment Obligations in any manner accrued and in any order determined by Funding Lenderunpaid interest (and Special Interest, in Funding Lender’s sole if any) on all Convertible Notes then outstanding will become and absolute discretion; and upon any Event of Default described in paragraph (e), (f) or (i) of Section 8.1, the Borrower Payment Obligations shall become be immediately due and payable. If an Event of Default specified in Section 6.01(g) or Section 6.01(h) hereof occurs, without notice or demandthe Default Amount, premium, if any, and any accrued and unpaid interest (and Special Interest, if any) on all Convertible Notes then outstanding shall ipso facto become and be immediately due and payable without ---- ----- any declaration or other act on the Borrower hereby expressly waives part of the Trustee or any Holder of Convertible Notes. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(e) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to Section 6.01(e) hereof shall be remedied, or cured or waived by the holders of the relevant Indebtedness within 60 days after such event of default; provided that no -------- judgment or decree for the payment of the money due on the Convertible Notes has been obtained by the Trustee as hereinafter in this Article VI provided. In the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(i) hereof has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled (A) if the Senior Notes have been repaid, (B) if the event of default under the Senior Note Indenture triggering such Event of Default pursuant to Section 6.01(i) hereof shall be remedied or cured, or waived by the holders of the Senior Notes, or (C) if the Senior Notes have been accelerated, then the acceleration of the Senior Notes shall have been rescinded within 60 days of the occurrence of such event of default under the Senior Note Indenture, and, in the case of clauses (A), (B) or (C) above, the Senior Note Trustee so certifies to the Trustee, provided that any such notice event described in clause (A), (B) or demand, anything contained in any Borrower Loan Document (C) above must occur prior to the contrary notwithstandingcommencement of an enforcement proceeding with respect to this Indenture. Notwithstanding anything herein Until September 30, 1999, the "Default Amount" shall equal the Accreted Value of the Convertible Notes, as of the date of determination. Thereafter, the Default Amount of each Convertible Note shall equal 100 percent of the principal amount at Stated Maturity thereof. At any time after a declaration of acceleration with respect to Convertible Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VI provided, the Holders of a majority in aggregate principal amount at Stated Maturity of the outstanding Convertible Notes, by written notice to the contraryCompany and the Trustee, enforcement may rescind and annul such declaration and its consequences if, (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue installments of remedies interest and Special Interest, if any, on all Convertible Notes, (ii) the principal of (and premium, if any, on) any Convertible Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Convertible Notes and this Indenture, (iii) to the extent that payment of such interest or Special Interest, if any, is lawful, interest on the Defaulted Interest at the rate prescribed therefor in the Convertible Notes and this Indenture, and (iv) all moneys paid or advanced by the Trustee hereunder and under the Funding Loan Agreement shall be controlled reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel and all other amounts due to the Trustee pursuant to Section 7.07 hereof; and (b) all Events of Default with respect to the Convertible Notes, other than the non-payment of the principal of Convertible Notes which have become due solely by such declaration of acceleration, have been cured or waived by the Funding LenderHolders as provided herein. No such rescission shall affect any subsequent Default or impair any right consequent thereon.