Optional Cancellation and Acceleration – Facility A and Facility B. The Borrowers may terminate Facility A and Facility B in whole (but not in part) at any time upon at least sixty (60) days prior written notice to the Agent and upon (i) the payment in full of all outstanding Obligations (other than Obligations owed to the Facility C Lenders on account of, and that relate specifically and exclusively to, Facility C), together with all accrued and unpaid interest thereon, (ii) the payment of any accrued and unpaid standby fees and other fees due under the Documents (including any prepayment fee required pursuant to the terms of this Section, but excluding fees owed to the Facility C Lenders on account of, and that relate specifically and exclusively to, Facility C) to the date of termination and (iii) the expiration or termination of all B/As, Letters of Credit, Letters of Guarantee and Hedge Contracts (including all FEFCs, Purchase Options and interest rate hedging instruments) and, to the extent any such B/A, Letter of Credit, Letters of Guarantee or Hedge Contract has not expired in accordance with its terms or otherwise been terminated to the satisfaction of the Agent, accompanied by collateral security in form and in such amounts as shall be satisfactory to the Agent. At the effective date of any termination of Facility A and Facility B by the Borrowers which occurs prior to the end of the Maturity Date, or upon the Obligations or any of them being declared due and payable pursuant to Section 10.2, the Borrowers shall pay a prepayment fee to the Agent, for and on behalf of the Lenders under Facility A and Facility B according to their Rateable Portion, as liquidated damages for the loss of bargain and not as a penalty, in an amount equal to one and one-half percent (1.50%) of the aggregate Total Commitment in respect Facility A and Facility B if such termination or declaration occurs during the first 12-month period after the Closing Date (namely, the period commencing the Closing Date and ending October 30, 2010), one percent (1.00%) of the aggregate Total Commitment in respect Facility A and Facility B if such termination or declaration occurs during the second 12-month period after the Closing Date (namely, the period commencing October 31, 2010 and ending October 30, 2011), and one-half of one percent (0.50%) of the aggregate Total Commitment in respect of Facility A and Facility B if such termination or declaration occurs thereafter. Notwithstanding the foregoing, the prepayment fee provided in this Section 5.5 sh...
