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 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 (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 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 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 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 (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 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 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 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 (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 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 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 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 described in paragraph (f) of Section 11 (other than an Event of Default described in clause (i) of paragraph (e), (f) or described in clause (iii)(C) of paragraph (f) by virtue of the fact that such paragraph 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, 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 Issuer, 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), (f) or (ia) of Section 8.111 has occurred and is continuing, the Borrower Payment Obligations holder or holders of not less than $50,000,000 in principal amount of the 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 Issuer, 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) any applicable Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, 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 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) and that the provision for payment of a Make-Whole Amount, prepayment premium or LIBOR Breakage Amount, as the case may be, 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 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 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 (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 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 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 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 (a) If any Event of Default occurs and is continuing (other than as specified in Sections 6.01(h) or (i)), the occurrence Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Trustee and the Company may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default (other than an Event of Default described in paragraph (e), (farising from Sections 6.01(h) or (i) hereof, with respect to the Company, any Significant Subsidiary of Section 8.1) the Company or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will become due and at payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any time and trust or power. The Trustee may withhold from time to time thereafter, as long as such Holders of the Notes notice of any continuing Default or Event of Default continues to exist, in addition to any other rights (except a Default or remedies available Event of Default relating to the Governmental Lender payment of principal or interest) if it determines that withholding notice is in their interest. (b) If an Event of Default occurs on or after May 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the Borrower Loan Documents or at law or in equitySection 3.07 hereof, the Funding Lender maythen, take such action (whether directly or by directing the actions upon acceleration of the Fiscal Agent)Notes, without notice or demand, as the Funding Lender deems advisable to protect an equivalent premium shall also 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 (including, without limitation, to 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 extent permitted 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 demandlaw, anything contained in any Borrower Loan Document this Indenture or in the Notes to the contrary notwithstanding. Notwithstanding anything herein If an Event of Default occurs prior to May 1, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount to the contrarydate of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 1998 ..............................................108.375% 1999 ..............................................107.538% 2000 ..............................................106.700% 2001 ..............................................105.863% 2002 ..............................................105.025% 2003 ..............................................104.188% (c) In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of a Payment Default or the acceleration of any Indebtedness described in Section 6.01(e) hereof, enforcement the declaration of remedies hereunder and under acceleration of the Funding Loan Agreement Notes shall be controlled by automatically annulled if (i) any Payment Default described in clause (i) of such Section has been cured or waived and (ii) the Funding Lenderholders of any accelerated Indebtedness described in clause (ii) of such Section have rescinded the declaration of acceleration in respect of such Indebtedness provided in each such case that (a) such cure, waiver or rescission of such declaration of acceleration shall have been made in writing within 30 days of the date of such Payment Default or declaration, as the case may be, and (b) the annulment of the acceleration of such Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (c) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (d) A Default under Section 6.01(d) hereof is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes give written notice to the Company of the default and the Company does not cure the Default within the period provided therein. The notice must specify in reasonable detail the Default, demand that it be remedied and state that the notice is a "Notice of Default". If the Holders of 25% or more in principal amount of the then outstanding Notes request the Trustee to give such notice on their behalf, the Trustee shall do so.

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 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 (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 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 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 Declare and make all sums of accrued and outstanding principal, accrued but unpaid interest and accrued but unpaid premium remaining under the occurrence of an Event of Default (other than an Event of Default described in paragraph (e)Financing Documents, (f) together with all unpaid amounts, fees, costs and charges due hereunder 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 under any other rights Financing Document (including in respect of any Reimbursement Obligation, Depositary Obligation 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 Bond Obligation) immediately due and payable), and require the Issuer immediately, without notice or presentment, demand, protest or other notice of any kind, all of which the Issuer hereby expressly waives, to pay to the Collateral Agent an amount in immediately available funds equal to the aggregate amount of any such outstanding accelerated obligations; provided that XLCA, so long as it shall be the Controlling Party, shall not cause such an acceleration upon the occurrence and apply such payment during the continuation 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 an Issuer Event of Default described in paragraph pursuant to Section 7.1(a) (e), (fFailure to Make Payments) or if at such time (i) the discounted present value of the aggregate amount of all payments made under the Policies for which XLCA has not been reimbursed under the Insurance and Reimbursement Agreement (or otherwise) is less than $25,000,000 (such discounted present value being calculated by discounting the value of such aggregate amount back to the Closing Date at a discount rate of 6.672826%), and (ii) no Issuer Event of Default or Issuer Inchoate Default shall have occurred or be continuing (other than pursuant to or in respect of Section 8.17.1(a) of this Agreement); and provided, further, that in the Borrower Payment Obligations event of an Issuer Event of Default occurring under Section 7.1(d) (Bankruptcy), all such amounts, notwithstanding anything to the contrary in this Agreement, shall become immediately due and payable, payable without notice or demand, and the Borrower hereby expressly waives further act of 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 LenderSecured Party.

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 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 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 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 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 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 the occurrence of (a) If an Event of Default described in paragraph (f) or (g) of Section 5 (other than an Event of Default described in clause (i) of paragraph (e), (f) or described in clause (v) of paragraph (f) by virtue of the fact that such clause encompasses clause (i) of Section 8.1paragraph (f)) has occurred, this Note shall automatically become immediately due and payable. (b) If any other Event of Default has occurred and is continuing, the holder hereof 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 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 all other amounts due on the Borrower Notes declare this Note to be immediately due and payable). (c) Notwithstanding subparagraph (b) above, 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 if any Event of Default described in paragraph (e), (fa) or (ib) of Section 8.15 has occurred and is continuing, the Borrower holder may at any time, at its option, by notice or notices to the Company, declare this Note to be immediately due and payable. (d) Notwithstanding subparagraph (b) above, if any Event of Default described in paragraph (d) of Section 6 has occurred and is continuing and the Payment Obligations Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by the Company from the holder stating that such notice is a "Notice of Default," then such Event of Default and any declaration under subparagraph (b) above shall become be deemed automatically annulled and rescinded. Upon this Note becoming due and payable under this Section 6.1, whether automatically or by declaration, this Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without notice or presentment, demand, and the Borrower protest or further notice, all of which are 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 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 6.01(f) 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 6.01(f) 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 Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Funding LenderCompany 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 nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and rescind and annul such declaration and its consequences, including any acceleration (other than a declaration or consequences, as the case may be, resulting from a nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required or a failure to deliver, upon conversion, shares of Common Stock due upon conversion) and such Default shall cease to exist, and any Event of Default arising therefrom (other than a Default resulting from a nonpayment of principal or interest on the Notes, including Additional Interest, any failure to repurchase any Notes when required 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. In case the Trustee shall have initiated proceedings to enforce any right with respect to the Notes and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.

Acceleration. Upon the occurrence and during the continuance of an Event of Default (other than an event described in clause (e) or (f) of Section 9.1 hereof), Lender may (i) terminate all rights, if any, of Borrower to obtain issuances of Letters of Credit hereunder, and thereupon, any such right shall terminate immediately, (ii) declare any or all the Credit Extensions to be due and payable, and thereupon, the Credit Extensions, together with accrued interest thereon and all fees and other Obligations shall become due and payable immediately, (iii) immediately exercise any right, power or remedy permitted to Lender by law or any provision of this Agreement, and (iv) demand that Borrower pay to Lender for deposit in a segregated non interest-bearing cash collateral account, as security for the Obligations, such amount that, when added to the aggregate cash or cash equivalents in the Deposit Collateral Account, equals not less than one hundred and five percent of 105% of the Letters of Credit Exposure then outstanding at the time such notice is given, in each case, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower; provided, however, prior to presentment of a draft in connection with any irrevocable Letter of Credit or surrender or cancellation by a beneficiary of such Letter of Credit at any time when the aggregate cash or cash equivalents in the Deposit Collateral Account equals not less than one hundred and five percent of 105% of the Letters of Credit Exposure then outstanding, such Letter of Credit will remain in full force and effect in accordance with its terms, subject to the terms of the Loan Documents. Upon the occurrence of an Event of Default described in paragraph clause (e), ) or (f) or (i) of Section 8.1) and at any time and from time to time thereafter9.1 hereof, 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 Premiumall rights, if any, and interest on of Borrower to obtain Credit Extensions or advances hereunder shall automatically terminate and all Credit Extensions, together with accrued interest thereon and all fees and other amounts due on the Borrower Notes to be immediately Obligations shall automatically become due and payable)payable without any presentment, without notice or demand, and apply such payment protest or other 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 which are 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 waived by the Funding LenderBorrower.

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 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 (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(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 In the occurrence case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Guarantor that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default described in paragraph occurs on or after June 1, 2008 by reason of any willful action (e), or inaction) taken (for not taken) by or (i) on behalf of Section 8.1) and at any time and from time the Company with the intention of avoiding payment of the premium that the Company would have had to time thereafter, as long as such Event of Default continues pay if the Company then had elected to exist, in addition to any other rights or remedies available to redeem the Governmental Lender Notes pursuant to the Borrower Loan Documents or at law or in equitySection 3.07 hereof, the Funding Lender maythen, take such action (whether directly or by directing the actions upon acceleration of the Fiscal Agent)Notes, without notice or demand, as the Funding Lender deems advisable to protect an equivalent premium shall also 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 (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 to the extent permitted by law, anything in this Indenture or demand, and apply such payment of in 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 Notes to the contrary notwithstanding. If an Event of Default described in paragraph occurs prior to June 1, 2008 by reason of any willful action (e)or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, (f) or (i) then, upon acceleration of Section 8.1the Notes, the Borrower Payment Obligations an additional premium shall also become and be 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 extent permitted by law, in an amount, for each of the contraryyears beginning on June 1 of the years set forth below, enforcement as set forth below (expressed as a percentage of remedies hereunder and under the Funding Loan Agreement shall principal amount of the Notes on the date of payment that would otherwise be controlled by due but for the Funding Lender.provisions of this sentence):

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. Graybar Electric Company, Inc.Private Shelf Agreement (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 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, Applicable Premium and 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 In the occurrence case of an Event of Default specified in clause (9) or (10) of Section 6.01 hereof, with respect to the Company, any Guarantor that is a Significant Subsidiary or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. If an Event of Default described in paragraph occurs on or after February 15, 2009 by reason of any willful action (e), or inaction) taken (for not taken) by or (i) on behalf of Section 8.1) and at any time and from time the Company with the intention of avoiding payment of the premium that the Company would have had to time thereafter, as long as such Event of Default continues pay if the Company then had elected to exist, in addition to any other rights or remedies available to redeem the Governmental Lender Notes pursuant to the Borrower Loan Documents or at law or in equitySection 3.07 hereof, the Funding Lender maythen, take such action (whether directly or by directing the actions upon acceleration of the Fiscal Agent)Notes, without notice or demand, as the Funding Lender deems advisable to protect an equivalent premium shall also 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 (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 to the extent permitted by law, anything in this Indenture or demand, and apply such payment of in 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 Notes to the contrary notwithstanding. If an Event of Default described in paragraph occurs prior to February 15, 2009 by reason of any willful action (e)or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, (f) or (i) then, upon acceleration of Section 8.1the Notes, the Borrower Payment Obligations an additional premium shall also become and be 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 extent permitted by law, in an amount, for each of the contraryyears beginning on February 15 of the years set forth below, enforcement as set forth below (expressed as a percentage of remedies hereunder and under the Funding Loan Agreement shall principal amount of the Notes on the date of payment that would otherwise be controlled by due but for the Funding Lender.provisions of this sentence):

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 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 ▇▇▇ ▇▇▇▇▇▇▇▇ Freight Line, Inc. Note Purchase Agreement 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 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 (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 (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 (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 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 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 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 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, 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 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 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 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 (including interest accrued thereon at the Default Rate), (fx) or any applicable Prepayment Premium (ito the fullest extent permitted 4824-7341-0592.7 by applicable law), (y) the Make-Whole Amount determined in respect of Section 8.1such principal amount (to the full extent permitted by applicable law) and (z) any LIBOR Breakage Amount determined in respect of such principal amount, 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, Prepayment Premium or LIBOR Breakage Amount by the Company, 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 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. 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 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 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 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 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 (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 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 331/3% 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), (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 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 during the occurrence and continuance of an Event of Default (to the full extent permitted by applicable law)) and (ii) the applicable 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 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 contraryprovision for payment of a Make-Whole Amount, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled if any, by the Funding LenderCompany 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 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 (eSection 6.01(h) or Section 6.01(i)), (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 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Borrower Loan Documents or at law or in equity, the Funding Lender may, take such action Company (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 ProjectTrustee if given by the Holders), including declaring may, and the Borrower Payment Obligations Trustee, at the written request of such Holders, shall declare 100% of the principal of, and accrued and unpaid Special Interest, if any, on, all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable (includingpayable. If an Event of Default specified in Section 6.01(h) or Section 6.01(i) occurs and is continuing, without limitation, 100% of the principal of, Prepayment Premiumand accrued and unpaid Special Interest, if any, on, all Notes 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 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 Special 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 Special Interest, if any, and interest on such principal at the then-effective rate of Special Interest, if any, to the extent Special Interest is then payable, 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 amounts than the nonpayment of the principal of and accrued and unpaid Special Interest, if any, on Notes that shall have become due on solely by such acceleration, shall have been cured or waived pursuant to Section 6.09, then and in every such case (except as provided in the Borrower immediately succeeding sentence) the Holders of a majority in aggregate principal amount of the Notes then outstanding, by written notice to be immediately due the Company and payable)to the Trustee, without notice may waive all Defaults or demandEvents of Default with respect to the Notes and rescind and annul such declaration and its consequences and such Default shall cease to exist, 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)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 and the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid Special Interest, if any, on, any Notes, (ii) a failure to repurchase any Notes when required or (iii) 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 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 (i) the occurrence of an Event of Default (other than an any Event of Default described in paragraph (e)Article IX, (f) or (i) of excluding Section 8.1) and 9.10, the Bank may, at any time and from time to time thereafter, as long as such Event (unless all Events of Default continues to existshall theretofore have been remedied or waived in accordance with the terms of this Credit Agreement), in addition to any other rights or remedies available to terminate the Governmental Lender pursuant to Revolving Loan Commitment and the right of the Borrower Loan Documents or at law or to obtain Advances in equity, the Funding Lender may, take such action (whether directly or by directing the actions respect of the Fiscal Agent)Revolving Loan or Convert the Revolving Loan or any part thereof to a Term Loan, without notice and/or declare the unpaid principal amount of any or demandall of the Loans and/or Notes, 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 all interest on accrued thereon and all other amounts due on owing by the Borrower Notes to the Bank to be immediately due and payable), without notice or demand, and apply such payment (ii) upon the occurrence 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)under Section 9.10, (f) or (i) of Section 8.1without further action by the Bank, the right of the Borrower Payment Obligations to obtain Advances in respect of the Revolving Loan and the Revolving Loan Commitment or to Convert the Revolving Loan or any part thereof to a Term Loan shall become be immediately terminated and the unpaid principal of the Loans and/or Notes and interest accrued thereon and all other amounts owing by the Borrower to the Bank shall be immediately due and payable and, in either case, such principal, interest and other amounts shall thereupon be immediately due and payable, without notice or presentment, demand, and the Borrower protest, notice of protest, or other notice of any kind, all of which are 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 waived by the Funding LenderBorrower.

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 (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 the occurrence of (a) If an Event of Default (other than an Event of Default with respect to the Company described in paragraph (e), (fi) or (ij) of Section 8.110 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 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 8.110 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 11.1, 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, and the Borrower hereby expressly waives any Collateral Agent shall take 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 actions as are directed by the Funding LenderRequired Secured Parties. 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 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 or any Subsidiary Guarantor 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 the occurrence of an If any Event of Default (other than an Event of Default described specified in paragraph clause (e), (fh) or (i) of Section 8.1Section-6.01 hereof with respect to the Company or any Subsidiary) occurs and is continuing, the Trustee or the Holders of at any time least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and from time payable by notice in writing to time thereafter, as long as such the Company and the Trustee specifying the respective Event of Default continues and that it is a "notice of acceleration" (the "Acceleration Notice") and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become due and payable upon the first to existoccur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice. Notwithstanding the foregoing, if an Event of Default specified in addition to any other rights Sections 6.01(h) or remedies available (i) hereof occurs, with respect to the Governmental Lender Company or any Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable, to the Borrower Loan Documents or at law or in equityextent permitted by law, upon the Funding Lender mayacceleration of the Notes. If an Event of Default occurs prior to February 1, take such 2003 by reason of any willful action (whether directly or inaction) taken (or not taken) by directing the actions or on behalf of the Fiscal Agent)Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, without notice or demandthen, as upon acceleration of the Funding Lender deems advisable to protect Notes, an additional premium shall also 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 in an amount, for each of the years beginning on February 1 of the years set forth below, as set forth below (including, without limitation, expressed as a percentage of the principal of, Prepayment Premium, if any, and interest on and all other amounts due amount of the Notes on the Borrower Notes to date of payment that would otherwise be immediately due and payable), without notice or demand, and apply such payment but for the provisions 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.this sentence): Year Percentage ---- ---------- 1999................................................... 115.00% 2000................................................... 112.50% 2001 .................................................. 110.00% 2002 .................................................. 107.50%

Acceleration. Upon On and at any time after 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 relation to time thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available a Borrower which is continuing the Issuing Bank may by notice to the Governmental Lender pursuant relevant Borrower: (a) cancel that Borrower’s ability to utilise the Borrower Loan Documents Facility whereupon it shall immediately be cancelled; (b) declare that all 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)Facility which has been utilised by that Borrower, 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 Finance Documents in respect of such 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 whereupon they shall become immediately due and payable; and/or (c) declare that all or part of the Facility which has been utilised by that Borrower be payable on demand, whereupon they shall immediately become payable on demand by the Issuing Bank. If an Event of Default under Clause 18.6 (Insolvency) shall occur in respect of any Borrower in any United States jurisdiction or any United States court of competent jurisdiction, then without notice to that Borrower or any other act by the Issuing Bank or any other person, that Borrower’s ability to utilise the Facility shall immediately be cancelled, and all or part of the Facility, all accrued interest thereon and all other amounts owed by that Borrower under the Finance Documents shall become immediately due and payable without presentment, demand, and the Borrower hereby protest or notice of any kind, all of 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 by the Funding Lenderwaived.

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 (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 11.2(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 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 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. Essex Portfolio, L.P. Note Purchase Agreement

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. STEPAN COMPANY 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 (f) or (g) of Section 12 (other than an Event of Default described in paragraph (e), (f) or 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 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 8.112 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 13.1, 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, 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. THE J.M. ▇▇▇▇▇▇▇ ▇▇▇PANY NOTE PURCHASE AGREEMENT (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 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 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 6.01(a)(viii) or Section 6.01(a)(ix) with respect to the Company (eand not solely with respect to a Material Subsidiary)), unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding determined in accordance with Section 8.04, by notice in writing to the Company (fand to the Trustee if given by Noteholders), may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. If an Event of Default specified in Section 6.01(a)(viii) or Section 6.01(a)(ix) with respect to the Company (and not solely with respect to a Material Subsidiary) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest shall be immediately due and payable. Notwithstanding anything in this Indenture or in the Notes to the contrary, if elected by the Company, the sole remedy for an Event of Default in respect of a violation of any obligations of the Company pursuant to Section 4.06(b) shall, after the occurrence of such an Event of Default (which shall be the 60th day after written notice is provided to the Company as set forth in Section 6.01(a)(vi) above), consist exclusively of the right to receive additional interest on the Notes (the “Additional Interest”) at an annual rate per year equal to (i) 0.25% per annum of Section 8.1) the principal amount of the Notes outstanding for each day during the 90-day period beginning on, and at any time and from time to time thereafterincluding, as long as the occurrence of such an Event of Default during which such Event of Default continues to existis continuing to, in addition to but excluding, the date on which such Event of Default is cured, if applicable; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 90-day period beginning on, and including, the 91st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing to, but excluding, the date on which such Event of Default is cured, if applicable. The Company may make any other rights or remedies available such election by written notice to the Governmental Lender Trustee, the Noteholders and the Paying Agent on or before the close of business on the fifth Business Day after the date on which such Event of Default occurs. The Additional Interest shall be payable semi-annually at the same time and in the same manner as regular interest on the Notes pursuant to Section 2.03 and Section 4.01. On and after the Borrower Loan Documents 181st day following an Event of Default in respect of a violation of any obligations as set forth in Section 4.06(b), or at law if the Company does not timely elect to pay Additional Interest, either the Trustee or the Noteholders of not less than 25% in equity, the Funding Lender may, take such action (whether directly or by directing the actions aggregate principal amount 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, Notes then outstanding may declare the principal ofamount of the Notes and any accrued and unpaid interest through the date of such declaration, 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 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(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 anything in this Indenture or demand, and apply such payment in the Notes contained to the contrary notwithstanding. In the event of a declaration of acceleration 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 Notes solely because an Event of Default described in paragraph (e), (fSection 7.01(d) or (i) of Section 8.1has occurred and is continuing, the Borrower Payment Obligations declaration of acceleration of the Notes shall become be automatically rescinded and annulled if the Event of Default or payment default triggering such Event of Default pursuant to Section 7.01(d) shall be remedied or cured by the Company or a Subsidiary or waived by the holders of the relevant indebtedness within 90 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in Section 7.01(h) with respect to the Company (and 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) occurs and is continuing, the principal of all the Notes and accrued and unpaid interest and accrued and unpaid Additional Interest, if any, shall be immediately due and payable. This provision, without notice or demandhowever, 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 Borrower hereby expressly waives 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 such notice or demandand 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, anything contained in if any Borrower Loan Document (to the contrary notwithstanding. Notwithstanding anything herein extent that payment of such interest is enforceable under applicable law), and on such principal at the rate borne by the Notes at such time) and amounts due to the contraryTrustee pursuant to Section 8.06, enforcement and if (1) rescission would not conflict with any judgment or decree of remedies hereunder a court of competent jurisdiction and (2) any and all Events of Defaults under this Indenture, other than the Funding Loan Agreement 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, 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 controlled by the Funding Lenderdeemed 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 On and at any time after the occurrence of an Event of Default which is subsisting the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors' Agent: (other than a) declare that an Event of Default described in paragraph has occurred; and/or (e), b) cancel the Total Commitments; and/or (fc) declare that all 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 part of the Fiscal Agent), without notice Advances to some or all of the Borrowers be payable on demand, as whereupon they shall immediately become payable on demand by the Funding Lender deems advisable to protect Facility Agent (and enforce its rights against the Borrower and in and to the Projectif any such demand is subsequently made those Advances, including declaring the Borrower Payment Obligations to be immediately due and payable (including, without limitation, the principal of, Prepayment Premium, if any, and together with accrued interest on and all other amounts due on the Borrower Notes to accrued under this Agreement, shall be immediately due and payable); and/or (d) declare that all or part of the Advances to some or all of the Borrowers, without notice or demandtogether with accrued interest, and apply such payment of the Borrower Payment Obligations in any manner all other amounts accrued under this Agreement be immediately due and in any order determined by Funding Lenderpayable, 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; and/or (e) require the payment to the Facility Agent of a sufficient sum to cover the Outstanding Liability Amounts under some or all outstanding Documentary Credits issued for the account of some or all of the Borrowers, without notice whereupon the same shall become immediately due and payable by the relevant Borrowers and, once paid, shall be held by the Facility Agent in an interest bearing account for application in reimbursing the LC Bank or demandthe Lenders forthwith for all payments made or to be made under such outstanding Documentary Credits, PROVIDED THAT (I) no action or determination by any of the Finance Parties shall be required in respect of any or all of the obligations and liabilities (whether actual or contingent) of any Obligor upon or at any time after the Borrower hereby expressly waives occurrence of an Event of Default specified in Clause 23.1(j)(ii) in respect of any U.S. Obligor and on the occurrence of any such Event of Default all of the obligations and liabilities of the Obligors shall become automatically and immediately due and payable and, (II) provided further that the Facility Agent (on the instructions of the Majority Lenders) can by 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 LenderObligors' Agent rescind any such acceleration in whole or in part.

Acceleration. Upon the occurrence of an Event of Default (other than a) If an Event of Default described in paragraph (e), (fg) or (ih) of Section 8.111 in respect of the Company has occurred, all the Notes then outstanding shall automatically become immediately due and payable and all commitments or obligations of any Purchaser to purchase any Notes shall be terminated. (b) If any Event of Default (other than those described in paragraph (g) or (h) of Section 13) 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 Notes then outstanding to be immediately due and payable and terminate all commitments or obligations of the Purchasers to purchase any Notes. (includingc) Upon any Note becoming due and payable under this Section 12.1, without limitationwhether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal ofamount of such Note, Prepayment Premiumplus (i) all accrued and unpaid interest thereon (including applicable default interest, if any), plus (ii) the applicable Make-Whole Amount (but not with respect to any PIK Note), 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 presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each Holder has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), without notice or demand, and apply such that the provision for payment of a Make-Whole Amount, if any, by the Borrower Payment Obligations Company in any manner and in any order determined by Funding Lenderthe event that the Notes are redeemed, paid prior to their maturity 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. Without limiting the generality of the foregoing, in Funding Lender’s sole and absolute discretion; and upon the event the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default described in paragraph (e)including, (fbut not limited to, upon the occurrence of an Event of Default arising under Section 11(g) or (ih) (including the acceleration of Section 8.1claims by operation of law)), the Borrower Payment Obligations shall become immediately Make-Whole Amount with respect to an optional redemption pursuant to Section 8.2(a) will also be due and payablepayable as though all Notes accelerated (other than the PIK Notes) were optionally redeemed and shall constitute part of the Obligations, without notice or demand, 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 (including the Make-Whole Amount) payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Borrower hereby Company agrees that it is reasonable under the circumstances currently existing. The premium (including the Make-Whole Amount) 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, with respect to all Notes satisfied or released (other than PIK Notes). 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 (INCLUDING THE MAKE-WHOLE AMOUNT) IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly waives any such notice or demand, anything contained in any Borrower Loan Document agrees (to the contrary notwithstandingfullest extent it may lawfully do so) that: (A) the premium (including the Make-Whole Amount) is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium (including the Make-Whole Amount) shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Purchasers and the Company giving specific consideration in this transaction for such agreement to pay the premium (including the Make-Whole Amount); and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Notwithstanding anything The Company expressly acknowledges that its agreement to pay the premium (including the Make-Whole Amount) to Holders as herein described is a material inducement to the contrary, enforcement of remedies hereunder and under Purchasers to purchase the Funding Loan Agreement shall be controlled by the Funding LenderNotes.

Acceleration. Upon In the occurrence case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes will become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default described occurs on or after February 1, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in paragraph (e), (f) this Indenture or (i) of Section 8.1) and at any time and from time in the Notes to time thereafter, as long as such the contrary notwithstanding. If an Event of Default continues occurs prior to existFebruary 1, in addition to 2008 by reason of 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 willful action (whether directly or inaction) taken (or not taken) by directing the actions or on behalf of the Fiscal Agent)Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, without notice or demandthen, as upon acceleration of the Funding Lender deems advisable to protect Notes, an additional premium will also 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 in an amount, for each of the years beginning on February 1 of the years set forth below, as set forth below (including, without limitation, expressed as a percentage of the principal of, Prepayment Premium, if any, and interest on and all other amounts due amount of the Notes on the Borrower Notes to date of payment that would otherwise be immediately due and payable), without notice or demand, and apply such payment but for the provisions 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.this sentence): YEAR PERCENTAGE ---- ---------- 2003....................................... 109.125% 2004....................................... 108.213% 2005....................................... 107.300% 2006....................................... 106.388% 2007....................................... 105.475%

Acceleration. Upon After the occurrence and during the continuance 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 such Event at the direction of Default continues to existthe Required Lenders, in addition to any other rights the Agent shall, upon the written or remedies available telecopied request of the Required Lenders, and by delivery of written notice to the Governmental Lender pursuant Borrowers from the Agent, take any or all of the following actions, without prejudice 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 rights of the Fiscal Agent), without notice any Lender or demand, as the Funding Lender deems advisable holder of any Note to protect and enforce its rights claims against the Borrower and in and to the Project, including declaring the Borrower Payment any Borrower: (a) declare all Obligations to be immediately due and payable (except with respect to any Event of Default set forth in Section 11.1(g) in which case all -------------- Commitments shall terminate and all Obligations shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender, (b) immediately terminate this Credit Agreement and the Commitments hereunder; and (c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and remedies existing under the principal of, Prepayment Premium, if any, and interest on Security Documents and all other amounts due on rights of setoff. The enumeration of the Borrower Notes foregoing rights is not intended to be immediately due exhaustive and payable)the exercise of any right shall not preclude the exercise of any other rights, without notice all of which shall be cumulative. In addition, upon demand by the Agent or demand, and apply such payment the Required Lenders upon the occurrence 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, and at any time thereafter unless and until such Event of Default described has been waived by the requisite Lenders (in paragraph (eaccordance with the voting requirements of Section 14.10), (f) or (i) the Borrowers shall deposit with the Agent for the benefit of Section 8.1the Lenders with respect to each Letter of Credit then outstanding, the Borrower Payment Obligations shall become immediately due and payable, without notice or promptly upon such demand, cash or Cash Equivalents in an amount equal to the greatest amount for which such Letter of Credit may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the Borrower hereby expressly waives any such notice or demandother Lenders as security for, anything contained in any Borrower Loan Document and to provide for the contrary notwithstanding. Notwithstanding anything herein to the contrarypayment of, enforcement outstanding Letters of remedies hereunder and under the Funding Loan Agreement shall be controlled by the Funding LenderCredit.

Acceleration. Upon the occurrence of (a) If an Event of Default with respect to the Company, the Parent Guarantor 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. (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 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 interest accrued thereon in respect of any series of the Notes at the Default Rate for such series, if applicable) 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 (ea), (fb), (c), (h), (i) or (ij) of Section 8.111 has occurred, the Notes and all amounts due and payable pursuant to this Agreement, including an amount equal to the Contingent Payment LD Amount, shall automatically become immediately due and payable. (b) If any other Event of Default, other than pursuant to paragraphs (o) and (p) of Section 11 has occurred and is continuing, the holder of the Notes at the time outstanding or you, as the case may be, may 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 at its 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 demandyour, as the Funding Lender deems advisable to protect and enforce its rights against the Borrower and in and case may be, option, by notice or notices to the ProjectCompany, including declaring declare the Borrower Payment Obligations to be immediately Notes then outstanding and all amounts due and payable (includingpursuant to this Agreement, without limitationincluding an amount equal to the Contingent Payment LD Amount, 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 . (c) If an Event of Default with respect to the Company described in paragraph (e), (f) or (io) of Section 8.111 has occurred, the Borrower Notes and all amounts due and payable pursuant to this Agreement, except the Contingent Payment Obligations LD Amount, shall automatically become immediately due and payable, plus one-half of any insurance proceeds received by the Company or Buzzard shall be due and payable to you when so received by the Company or Buzzard. (d) If an Event of Default with respect to the Company described in paragraph (p) of Section 11 has occurred, the Notes and all amounts due and payable pursuant to this Agreement, except the Contingent Payment LD Amount, shall automatically become immediately due and payable. Upon the Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, the Notes will forthwith mature and the entire unpaid principal amount, plus (x) all accrued and unpaid interest thereon (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law) and (z) to the extent applicable as set forth in Section 12.1, the Contingent Payment LD Amount, 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 the holder of the Notes has the right to maintain its investment in any Borrower Loan Document the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount and, to the contrary notwithstanding. Notwithstanding anything herein to extent applicable as set forth in Section 12.1, the contraryContingent Payment LD Amount, enforcement of remedies hereunder and under the Funding Loan Agreement shall be controlled Contingent Payment LD Amount, 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.