Common use of Enforcement of Rights Clause in Contracts

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents including all rights and remedies existing under the Collateral Documents, including, without limitation, all rights and remedies against the Guarantors and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 10.1(e8.1(f) or Section 8.1(k) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations (including all amounts of L/C Obligations, whether or not owing to the beneficiaries Agent and/or any of the then outstanding Letters of Secured Parties under the Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred , and (y) upon the request and at the time direction of Required Lenders, the Agent shall take the actions specified in Section 8.2(a). In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Credit Document shall have been breached by any Credit Party, then the Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an acceleration action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses but excluding the fees and expenses of internal legal counsel) in a cash collateral account opened by the Administrative Agent an amount equal accordance with and subject to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held limitations in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)Section 10.5.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of an Event of Default, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing under of Assignor to the Credit DocumentsReceivables, including, without limitation: to (a) bring suit to enforce any rights under any Contracts; (b) compromise or settle any disputed claims as to rights under any Contracts, (c) give releases or acquittances of rights under any Contracts, and/or (d) do any and all things necessary, convenient, desirable or proper to fully and completely effectuate the collateral assignment of the rights under any Contracts pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be necessary, as against such Borrowerconvenient, desirable or proper in Assignee’s sole discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under any Contract, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of an Event of Default specified in Section 10.1(e) shall occurDefault, then the Commitments with respect Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to such Borrower (andit by Assignee to make all payments due under or arising under any Contracts directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate demand and receive any and all Loans made to such Borrower (and, if such Borrower is either VaPower amounts which may be or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due or payable or remain unpaid at any time and payable without the giving of times to Assignor under and pursuant to any notice Contracts, and to endorse any checks, drafts or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment orders for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Creditmoney payable to Assignor in payment thereof, and in Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the unused portion thereof after all such Letters name of Credit Assignor or otherwise, which Assignee may deem necessary or desirable in its sole discretion. It is expressly understood and agreed, however, that Assignee shall have expired not be required or been fully drawn uponobligated in any manner to make any demand or to make any inquiry as to the nature or sufficiency of any payment received by it, if any, shall be applied or to repay present or file any claim or take any other obligations action to collect or enforce the payment of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall any amounts which may have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned assigned to the Borrower (Assignee or such other Person as to which Assignee may be lawfully entitled thereto)hereunder at any time or times.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Loan Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce Upon, or at any time after, the occurrence and during the continuance of an Event of Default, Lender may enforce any and all rights and interests created and existing remedies under the Credit Loan Documents, and all other documents delivered in connection therewith and against any or all Collateral and may pursue all rights and remedies available at Law or in equity. In addition to all the rights and remedies of a secured party under the UCC, Lender shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demand, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed immediately to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at Lender’s offices or elsewhere at such prices and on such terms as Lender may reasonably determine. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Lender, with Lender having the right to purchase all or any part of said Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Borrower, which right or equity is hereby expressly waived or released by Borrower. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Collateral or in any way relating to the rights of Lender hereunder (including, without limitation, reasonable attorneys’ fees and legal expenses, including, without limitation, all rights a reasonable estimate of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event allocated cost of Default specified Lender’s in Section 10.1(ehouse counsel and legal staff) shall occur, then be applied first to the Commitments with respect to satisfaction of the Obligations (in such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate order as Lender may elect and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the due) and then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters any amounts required by applicable law, including Section 9610 of Credit, and the unused portion thereof after UCC. Borrower shall be liable to Lender for the payment on demand of all such Letters costs and expenses, together with interest at the default rate set forth in the Note, together with any reasonable attorneys’ fees if placed with an attorney for collection or enforcement. Borrower agrees that thirty (30) days’ prior notice by Lender of Credit shall have expired the date after which a private sale may take place or been fully drawn upon, if any, a public auction may be held is reasonable notification of such matters and shall be applied to repay other obligations of the Borrower hereunder and deemed commercially reasonable under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)UCC.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such the Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such the Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Credit Document. Without limitation of the foregoing, each of the Parent, ASG and the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2paragraph shall be indemnified, jointly and severally, by each of the Parent, ASG and the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, delivery of a Notice of Acceleration (as defined in the Trust Agreement), and all rights of set-off, as against such Borroweror applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(eSECTION 8.01(d) OR (e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit with respect payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by the Borrower, then the Administrative Agent may proceed to which presentment protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for honor shall not have occurred at damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the time of an acceleration pursuant to this Section 10.2foregoing, the Borrower shall at such time deposit in a cash collateral account opened by agrees that failure to comply with any of the Administrative Agent an amount equal to the aggregate then undrawn covenants contained herein will cause irreparable harm and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account that specific performance shall be applied by available in the Administrative Agent to the payment event of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)any breach thereof.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents including all rights and remedies existing under the Collateral Documents, including, without limitation, all rights and remedies against the Guarantors and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 10.1(e8.1(f) or Section 8.1(k) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations (including all amounts of L/C Obligations, whether or not owing to the beneficiaries Agent and/or any of the then outstanding Letters of Secured Parties under the Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred , and (y) upon the request and at the time direction of Lenders holding a majority of the Credit Obligations, the Agent shall take the actions specified in Section 8.2(a) and/or 8.2(c). In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Credit Document shall have been breached by any Credit Party, then the Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an acceleration action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses but excluding the fees and expenses of internal legal counsel) in a cash collateral account opened by the Administrative Agent an amount equal accordance with and subject to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held limitations in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)Section 10.5.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. 110 Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Loan Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled theretoaccordance with Section 10.04(b).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrowersetoff. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and terminate, all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, thereof and all accrued and unpaid fees (to the extent applicable) and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable payable, in each case without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Loan Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by Law, a separate right of Credit payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by any Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e------- 8.01(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and------- Loans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Credit Document. Without limitation of the foregoing, each of the Parent and the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2paragraph shall be indemnified, jointly and severally, by each of the Parent and the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Creditaccordance with Section 10.05. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).-------------

Enforcement of Rights. Enforce If (x) the Company (including by its directors, committee members, shareholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Losses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper, either challenging any such prior determination, which shall not be binding upon such court in said proceeding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Losses or Expense Advance, as applicable, and/or otherwise seeking to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any prior determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on the court and interests created shall not prejudice the Indemnitee in said proceeding, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Credit DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, unless and until a final judicial determination is made (as to which all rights of set-off, as against such Borrowerappeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law. Notwithstanding the foregoing, if an Event of Default specified The Company shall also be solely responsible for paying all costs incurred by it in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans defending any Proceeding made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened 2(f) challenging its determination or seeking its payment by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)Company.

Enforcement of Rights. Enforce If either Party learns of any and all rights and interests created and existing under infringement or violation by a Third Party of any Program IP, it shall notify the Credit Documentsother Party as soon as practicable. Thereafter, including, without limitation, all rights the Parties shall consult on a course of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments action with respect to such Borrower infringement or violation. Unless otherwise agreed to by the Parties in the course of their consultations, the Company shall have the first right to bring and control any claim, action or proceeding against such Third Party for such infringement or violation of the Program IP (and, if an “Enforcement Action”) by counsel of its own choice. If the Company fails to initiate any such Borrower is either VaPower Enforcement Action within the earlier of 90 days following notice of the basis therefor or CNG30 days before the expiration of any applicable time limit for bringing such Enforcement Action, then also Zimmer shall have the right to Dominion Resources) shall automatically terminate bring and all Loans made control any such Enforcement action by counsel of its own choice. If Zimmer lacks standing to bring such Borrower (and, if such Borrower is either VaPower or CNGEnforcement Action, then also the Company shall be obligated to Dominion Resources)bring such Enforcement Action if so requested by Zimmer. In all events, the non-controlling Party shall have the right to be represented in any such Enforcement Action by counsel of its own choice. If the Party bringing any such Enforcement Action is unable to initiate or Prosecute it solely in its own name, the other Party shall join in voluntarily and shall execute all accrued interest in respect thereofdocuments necessary to enable the initiating Party to Prosecute and maintain such Enforcement Action. In connection therewith, all accrued the Parties shall cooperate fully and unpaid fees and provide each other indebtedness with any information or obligations (assistance reasonably requested. Each Party shall keep the other informed of developments, including all amounts the status of L/C Obligations, whether or not settlement negotiations. Neither Party shall settle such Enforcement Action without the beneficiaries prior written consent of the then outstanding Letters other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall bear its own costs and expenses in connection with the Enforcement Action, but shall be entitled to full reimbursement thereof out of Credit any recovery or monetary award realized in connection therewith. After such reimbursement, the balance of any recovery or monetary award shall have presented be allocated between the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) Parties in proportion to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action relative economic losses suffered by each, as determined by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit Parties in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)good faith.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, includingincluding all rights and remedies existing under the Collateral Documents, without limitation, all rights and remedies against the Guarantors and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, (x) if an Event of Default specified in Section 10.1(e8.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees, all other Credit Obligations and any and all other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder and/or any of the Secured Parties under the Credit Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the LendersLenders and (y) upon the request and at the direction of Lenders holding a majority of the Revolving Credit Facility Obligations, the Administrative Agent shall take the actions specified in Section 8.2(a) and/or 8.2(c). With respect to all Letters of Credit Agreements with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal and Specific Remedies relating to the aggregate then undrawn and unexpired amount of such Letters of CreditTranche B Revolving Loans. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, The Borrower and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Lenders acknowledge and agree that the Tranche B Put Agreement is a separate agreement for the obligations of the Borrower hereunder for the benefit of the Tranche B Lenders solely, and the proceeds of any payment made by the Sponsor pursuant to the Tranche B Put Agreement shall be distributed solely to the Tranche B Lenders as payment for their respective Tranche B Revolving Loans in accordance with, and on the terms set forth in, the Tranche B Put Agreement. The Administrative Agent in taking action under this Section 8 with respect to the Tranche B Put Agreement shall do so solely for the benefit of the Tranche B Lenders, and upon the request and direction of Lenders having in the aggregate at least seventy percent of the outstanding principal amount of the Tranche B Revolving Loans and Unused Tranche B Revolving Commitment. Equitable Remedies. In case any one or more of the covenants and/or agreements set forth in this Amended Agreement or any other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations Document shall have been satisfied breached by any Credit Party, then the Administrative Agent may proceed to protect and all other obligations enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for damages as a result of the Borrower hereunder and under the other Loan Documents shall have been paid any such breach and/or an action for specific performance of any such covenant or agreement contained in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (this Amended Agreement or such other Person as may Credit Document. Without limitation of the foregoing, each of the Parent and the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be lawfully entitled thereto)available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.5.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, delivery of a Notice of Acceleration (as defined in the Trust Agreement), and all rights of set-off, as against such Borroweror applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(d) or (e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit with respect payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by the Borrower, then the Administrative Agent may proceed to which presentment protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for honor shall not have occurred at damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the time of an acceleration pursuant to this Section 10.2foregoing, the Borrower shall at such time deposit in a cash collateral account opened by agrees that failure to comply with any of the Administrative Agent an amount equal to the aggregate then undrawn covenants contained herein will cause irreparable harm and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account that specific performance shall be applied by available in the Administrative Agent to the payment event of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)any breach thereof.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Subordinated Debenture Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loan, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Subordinated Debenture Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent Lenders, which notice or other action is expressly waived by the Credit Parties. Each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Subordinated Debenture Document shall have been breached by any Credit Party, then the Lenders may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Subordinated Debenture Document. With respect Without limitation of the foregoing, the Borrower agrees that failure to all Letters comply with any of Credit with respect to which presentment for honor the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Lenders acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 9.05.

Enforcement of Rights. Enforce Subject to the Intercreditor Agreement, enforce any and all rights and interests created and existing under the Credit Term Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Term Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Loan Parties. With respect Notwithstanding the fact that enforcement powers reside with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Term Loan Document shall have been breached by any Loan Party and such breach constitutes an Event of Default, then the Administrative Agent may, subject to the Intercreditor Agreement, proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Term Loan Document. Without limitation of the foregoing, the Borrowers agree that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, the Borrower paragraph shall at such time deposit in a cash collateral account opened be indemnified by the Administrative Agent an amount equal to the aggregate then undrawn Borrowers on a joint and unexpired amount of such Letters of Credit. Amounts held several basis against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, directing the Collateral Agent to enforce all rights and remedies existing under the Collateral Documents (including, without limitation, the seizure and liquidation of any Collateral) and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(g) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources)Loans, all accrued interest in respect thereof, all amounts due under Section 3.04 and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Collateral Agent, the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. With respect Notwithstanding the fact that enforcement powers reside with the Collateral Agent and the Administrative Agent (a) any Lender may exercise setoff rights in accordance with, and subject to, the terms of this Agreement and (b) any Lender may file proofs of claim or appear and file pleadings on its own behalf during the pendency of a proceeding relative to all Letters any Obligor under any bankruptcy or insolvency law. In case any one or more of Credit the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by the Borrower, then the Collateral Agent and the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the foregoing, the Borrower 69 Loan Agreement agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein may cause irreparable harm and that specific performance shall not have occurred at be available as a remedy in the time event of an acceleration any breach thereof. Each of the Administrative Agent and the Collateral Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Sections 10.04 and 10.05. In the event a cash collateral account opened by required rescission payment is received in the Collection Account, then the Collateral Agent, upon the direction of the Administrative Agent an amount equal and at the expense of the Borrower, will agree to release to the aggregate then undrawn Borrower, free and unexpired amount clear of the lien of the Security Agreement, the relevant Eligible Railcar(s) the subject of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)rescission payment.

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Credit Documents, Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e10.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent and/or any of the Lenders hereunder by the Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred Notwithstanding anything contained in this Section 10.2, if at the any time of within sixty (60) days after an acceleration of the Loans pursuant to this Section 10.2, (i) the Borrower shall at such time deposit in a cash collateral pay all arrears of interest and all payments on account opened of principal which shall have become due otherwise than by the Administrative Agent an amount equal acceleration (with interest on principal and, to the aggregate then undrawn extent permitted by law, on overdue interest, at the rates specified in this Credit Agreement) and unexpired amount (ii) all Events of such Letters Default and Defaults (other than non-payment of Credit. Amounts held the principal of and accrued interest on the Loans, in such cash collateral account each case which is due and payable solely by virtue of acceleration) shall be applied waived pursuant to Section 12.6, the Required Lenders, by the Administrative Agent written notice to the payment Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of drafts drawn under such Letters Default or Default or impair any right consequent thereon. The provisions of Credit, and this paragraph are intended merely to bind the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall Lenders to a decision which may be applied to repay other obligations made at the election of the Borrower hereunder Required Lenders and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of are not intended to benefit the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to do not grant the Borrower (the right to require the Lenders to rescind or such other Person as may be lawfully entitled thereto)annual any acceleration hereunder, even if the conditions set forth herein are met.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, delivery of a Notice of Acceleration (as defined in the Trust Agreement), and all rights of set-off, as against such Borroweror applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(d) or (e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit with respect payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by the Borrower, then the Administrative Agent may proceed to which presentment protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for honor shall not have occurred at damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the time of an acceleration pursuant to this Section 10.2foregoing, the Borrower shall at such time deposit in a cash collateral account opened by agrees that failure to comply with any of the Administrative Agent an amount equal to the aggregate then undrawn covenants contained herein will cause irreparable harm and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account that specific performance shall be applied by available in the Administrative Agent to the payment event of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)any breach thereof.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents including all rights and remedies existing under the Collateral Documents, including, without limitation, all rights and remedies against the Guarantors and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 10.1(e8.1(f) or Section 8.1(k) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations (including all amounts of L/C Obligations, whether or not owing to the beneficiaries Agent and/or any of the then outstanding Letters of Secured Parties under the Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred , and (y) upon the request and at the time direction of Lenders holding a majority of the Credit Obligations, the Agent shall take the actions specified in Section 8.2(a) and/or 8.2(c). In case any one or more of the covenants and/or agreements set forth in this Amended Agreement or any other Credit Document shall have been breached by any Credit Party, then the Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an acceleration action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Amended Agreement or such other Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses but excluding the fees and expenses of internal legal counsel) in a cash collateral account opened by the Administrative Agent an amount equal accordance with and subject to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held limitations in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)Section 10.5.

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Credit Documents, Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. 101 Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e10.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent and/or any of the Lenders hereunder by the Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred Notwithstanding anything contained in this Section 10.2, if at the any time of within sixty (60) days after an acceleration of the Loans pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral pay all arrears of interest and all payments on account opened of principal which shall have become due otherwise than by the Administrative Agent an amount equal acceleration (with interest on principal and, to the aggregate then undrawn extent permitted by law, on overdue interest, at the rates specified in this Credit Agreement) and unexpired amount all Events of such Letters Default and Defaults (other than non-payment of Credit. Amounts held the principal of and accrued interest on the Loans, in such cash collateral account each case which is due and payable solely by virtue of acceleration) shall be applied waived pursuant to Section 12.6, the Required Lenders, by the Administrative Agent written notice to the payment Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of drafts drawn under such Letters Default or Default or impair any right consequent thereon. The provisions of Credit, and this paragraph are intended merely to bind the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall Lenders to a decision which may be applied to repay other obligations made at the election of the Borrower hereunder Required Lenders and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of are not intended to benefit the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to do not grant the Borrower (the right to require the Lenders to rescind or such other Person as may be lawfully entitled thereto)annual any acceleration hereunder, even if the conditions set forth herein are met.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of a Potential Event of Defaultor an Event of Default, or after the occurrence of an Early Termination Date, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing of Assignor under the Credit DocumentsContract, including, without limitation, to (a) bring suit to enforce any rights under the Contract, (b) compromise or settle any disputed claims as to rights under the Contract, (c) give releases or acquittances of rights under the Contract, and/or (d) do any and all things reasonably necessary, convenient, desirable or proper to fully and completely effectuate the collateral assignment of the rights under the Contract pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be reasonably necessary, as against such Borrowerconvenient, desirable or proper in Assignee’s reasonable discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under the Contract, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default specified in Section 10.1(e) shall occurDefault, then or after the Commitments with respect occurrence of an Early Termination Date and after Assignee has provided written notice to such Borrower (andAssignor, if such Borrower is either VaPower Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to it by Assignee to make all payments due under or CNGarising under the Contract directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, then also to Dominion Resources) shall automatically terminate demand and receive any and all Loans made amounts which may be or become due or payable or remain unpaid at any time and times to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued Assignor under and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) pursuant to the Lenders Contract, and the Administrative Agent hereunder shall immediately become due and payable without the giving of to endorse any notice checks, drafts or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment orders for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Creditmoney payable to Assignor in payment thereof, and in Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the unused portion thereof after all such Letters name of Credit Assignor or otherwise, which Assignee may deem reasonably necessary or desirable in its reasonable discretion. It is expressly understood and DB1/ 92447053.5 agreed, however, that Assignee shall have expired not be required or been fully drawn uponobligated in any manner to make any demand or to make any inquiry as to the nature or sufficiency of any payment received by it, if any, shall be applied or to repay present or file any claim or take any other obligations action to collect or enforce the payment of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall any amounts which may have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned assigned to the Borrower (Assignee or such other Person as to which Assignee may be lawfully entitled thereto)hereunder at any time or times.

Enforcement of Rights. Enforce Sellers and Purchaser acknowledge that any and all rights and interests created and existing under damage caused to the Credit Documentsother party by reason of the breach by Sellers, includingon the one hand, or by Purchaser or any Purchaser Subsidiary on the other of any provision of the Related Agreements relating to rights, including without limitation, all Sellers' recapture rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments with respect to the Insurance Contracts or to the trust arrangements contemplated hereby and thereby, could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies at law or otherwise, each party shall be entitled to specific performance of such Borrower (andprovisions of the Related Agreements or an injunction to be issued by a court of competent jurisdiction pursuant to Section 11.5 of this Agreement restraining and enjoining any violation of such provisions, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made in addition to such Borrower (andother equitable or legal remedies as such court may determine. Purchaser hereby further acknowledges that, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries light of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing material obligations that are owed and will be owed by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) Purchaser and Purchaser Subsidiaries to the Lenders Sellers under this Agreement and the Administrative Agent hereunder shall immediately become due and payable without Related Agreements in the giving of any notice or other action by future, the Administrative Agent or the Lenders. With respect remedies available to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration Sellers pursuant to this Section 10.2Agreement and the Related Agreements are a material and integral part of the consideration to be received by Sellers hereunder and thereunder and that, but for the availability of such remedies and Sellers' ability to enforce them, Sellers would not consummate the transactions contemplated by this Agreement and the Related Agreements. Accordingly, Purchaser and each Purchaser Subsidiary (including any statutory or other successors and permitted assigns) hereby agree that it will not assert in any claim, or raise as a defense to any claim, that any remedy specifically provided for in the Related Agreements, including without limitation, rights of recapture or offset and recoupment, is not valid, binding or enforceable, or that the terms of the SLD Reserve Trust Agreement, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in fullSLDI Reserve Trust Agreement, the balanceSLD Security Trust Agreement, if anyor the SLDI Security Trust Agreement are not valid, in such cash collateral account shall be returned to the Borrower (binding or such other Person as may be lawfully entitled thereto)enforceable.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Finance Documents, includingincluding all rights and remedies existing under the Collateral Documents, without limitation, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of an Event of Default, or after the occurrence of a Termination Event or Early Termination Date and after providing notice to Assignor, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing of Assignor under the Credit DocumentsContracts, including, without limitation, to (a) bring suit to enforce any rights under the Contracts, (b) compromise or settle any disputed claims as to rights under the Contracts, (c) give releases or acquittances of rights under the Contracts, and/or (d) do any and all things reasonably necessary, desirable or proper to fully and completely effectuate the collateral assignment of the rights under the Contracts pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be reasonably necessary, as against such Borrowerdesirable or proper in Assignee’s reasonable discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under the Contracts, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of an Event of Default specified in Section 10.1(e) shall occurDefault, then or after the Commitments with respect occurrence of a Termination Event or Early Termination Date and after Assignee has provided written notice to such Borrower (andAssignor, if such Borrower is either VaPower Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to it by Assignee to make all payments due under or CNGarising under the Contracts directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, then also to Dominion Resources) shall automatically terminate demand and receive any and all Loans made amounts which may be or become due or payable or remain unpaid at any time and times to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued Assignor under and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) pursuant to the Lenders Contracts, and the Administrative Agent hereunder shall immediately become due and payable without the giving of to endorse any notice checks, drafts or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment orders for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Creditmoney payable to Assignor in payment thereof, and in Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the unused portion thereof after all such Letters name of Credit Assignor or otherwise, which Assignee may deem reasonably necessary or desirable in its reasonable discretion. It is expressly understood and agreed, however, that Assignee shall have expired not be required or been fully drawn uponobligated in any manner to make any demand or to make any inquiry as to the nature or sufficiency of any payment received by it, if any, shall be applied or DB1/ 92447053.4 to repay present or file any claim or take any other obligations action to collect or enforce the payment of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall any amounts which may have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned assigned to the Borrower (Assignee or such other Person as to which Assignee may be lawfully entitled thereto)hereunder at any time or times.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(eSECTION 8.01(f) shall occuroccur with respect to any Borrower, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNGall reimbursement obligations under Letters of Credit, then also to Dominion Resources)all BA Reimbursement Obligations, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the any Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with either of the Administrative Agents, each Lender has, to all Letters the extent permitted by Law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then either of the Administrative Agents or either Collateral Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at Law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, each Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agents acting pursuant to this Section 10.2PARAGRAPH (d) shall each be indemnified by each Borrower against all liability, the Borrower shall at such time deposit loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with SECTION 10.05.

Enforcement of Rights. Enforce If (x) the Company (including by its directors, shareholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Expenses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the Commonwealth of Pennsylvania having subject matter jurisdiction thereof and in which venue is proper, either challenging any such determination, which shall not be binding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Expenses or Expense Advance, as applicable, and otherwise to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on, and interests created shall not prejudice the Indemnitee, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Credit DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, unless and until a final judicial determination is made (as to which all rights of set-off, as against such Borrowerappeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law. Notwithstanding the foregoing, if an Event of Default specified The Company shall also be solely responsible for paying all costs incurred by it in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans defending any Proceeding made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired 2(f) challenging its determination or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)seeking its payment.

Enforcement of Rights. Enforce If (x) the Company (including by its directors, stockholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Expenses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper, either challenging any such determination, which shall not be binding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Expenses or Expense Advance, as applicable, and otherwise to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on, and interests created shall not prejudice the Indemnitee, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Credit DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, unless and until a final judicial determination is made (as to which all rights of set-off, as against such Borrowerappeal therefrom have been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law. Notwithstanding the foregoing, if an Event of Default specified The Company shall also be solely responsible for paying all costs incurred by it in Section 10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans defending any Proceeding made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired 2(f) challenging its determination or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)seeking its payment.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, delivery of a Notice of Acceleration (as defined in the Trust Agreement), and all rights of set-off, as against such Borroweror applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(eSECTION 8.01(d) or (e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of Credit with respect payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of SECTION 101(5) of any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by the Borrower, then the Administrative Agent may proceed to which presentment protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for honor shall not have occurred at damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the time of an acceleration pursuant to this Section 10.2foregoing, the Borrower shall at such time deposit in a cash collateral account opened by agrees that failure to comply with any of the Administrative Agent an amount equal to the aggregate then undrawn covenants contained herein will cause irreparable harm and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account that specific performance shall be applied by available in the Administrative Agent to the payment event of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)any breach thereof.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. In addition, upon the occurrence of an Event of Default, the Required Lenders may deliver the Preferred Stock Election Notice to the Borrower, notifying the Borrower that the Lenders have exercised their right to trigger the provisions under the Parent Certificate of Designation that apply from and after the Trigger Date (as against such Borrowerdefined in the Parent Certificate of Designation). Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by Law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Loan Document shall have been breached by any Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at Law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Loan Document. Without limitation of the foregoing, if an the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified in accordance with Section 10.04. Notwithstanding anything in any Loan Document to the contrary, in the event that any Event of Default specified in Section 10.1(eunder Sections 8.01(a) through (e) or (g) through (k) of the Credit Agreement (but not following the occurrence of any other Event of Default) shall occurhave occurred and so long as the Senior Notes are outstanding and are not then due and payable, then the Commitments with respect to such Borrower Administrative Agent shall not (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent shall not direct the Collateral Agent to), and each Lender shall not (and each Lender shall not direct the Collateral Agent to) take any action hereunder shall immediately become due and payable without that would result in the giving occurrence of an “Event of Default” (as that term is defined in the Senior Secured Note Indenture) pursuant to any notice of Sections 6.01(e), (f) (as to the Borrower or other action by any of its Subsidiaries only) or (g) of the Senior Secured Note Indenture, except that in any event the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2Agent, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Collateral Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters Lenders may take possession of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations the Equity Interests of the Borrower hereunder and under or any of its Subsidiaries in accordance with the other provisions of the Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e9.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof, all accrued and unpaid fees Fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent and/or any of the Lenders hereunder by the Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred Notwithstanding anything contained in this Section 9.2, if at the any time of within sixty (60) days after an acceleration of the Loans pursuant to this Section 10.29.2, (i) the Borrower shall at such time deposit in a cash collateral pay all arrears of interest and all payments on account opened of principal which shall have become due otherwise than by the Administrative Agent an amount equal acceleration (with interest on principal and, to the aggregate then undrawn extent permitted by law, on overdue interest, at the rates specified in this Credit Agreement) and unexpired amount (ii) all Events of such Letters Default and Defaults (other than non-payment of Credit. Amounts held the principal of and accrued interest on the Loans, in such cash collateral account each case which is due and payable solely by virtue of acceleration) shall be applied waived pursuant to Section 11.6, the Required Lenders, by the Administrative Agent written notice to the payment Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of drafts drawn under such Letters Default or Default or impair any right consequent thereon. The provisions of Credit, and this paragraph are intended merely to bind the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall Lenders to a decision which may be applied to repay other obligations made at the election of the Borrower hereunder Required Lenders and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of are not intended to benefit the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to do not grant the Borrower (the right to require the Lenders to rescind or such other Person as may be lawfully entitled thereto)annul any acceleration hereunder, even if the conditions set forth herein are met.

Enforcement of Rights. Enforce Upon, or at any time after, the occurrence of an Event of Default, Lender may enforce any and all rights and interests created and existing remedies under the Credit Loan Documents, and all other documents delivered in connection therewith and against any or all Collateral and may pursue all rights and remedies available at Law or in equity. In addition to all the rights and remedies of a secured party under the UCC, Lender shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demand, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed immediately to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at Lender’s offices or elsewhere at such prices and on such terms as Lender may deem commercially reasonable. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Lender, with Lender having the right to purchase all or any part of said Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Borrower, which right or equity is hereby expressly waived or released by Borrower. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Collateral or in any way relating to the rights of Lender hereunder (including, without limitation, reasonable attorneys’ fees and legal expenses, including, without limitation, all rights a reasonable estimate of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event allocated cost of Default specified Lender’s in Section 10.1(ehouse counsel and legal staff) shall occur, then be applied first to the Commitments with respect to satisfaction of the Obligations (in such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate order as Lender may elect and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the due) and then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters any amounts required by applicable law, including Section 9610 of Credit, and the unused portion thereof after UCC. Borrower shall be liable to Lender for the payment on demand of all such Letters costs and expenses, together with interest at the default rate set forth in the Note, together with any reasonable attorneys’ fees if placed with an attorney for collection or enforcement. Borrower agrees that ten (10) days’ prior notice by Lender of Credit shall have expired the date after which a private sale may take place or been fully drawn upon, if any, a public auction may be held is reasonable notification of such matters and shall be applied to repay other obligations of the Borrower hereunder and deemed commercially reasonable under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)UCC.

Enforcement of Rights. Enforce any and all MCI shall have the right to enforce its rights and interests created and existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e) shall occur, then the Commitments remedies with respect to such Borrower (andthe MRI Granted Rights in its own name and in the name of MRI. In MCI’s sole judgment, if such Borrower is either VaPower MCI may join MRI as a party plaintiff or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower defendant in any action or CNG, then also to Dominion Resources), all accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) proceeding relating to the Lenders MRI Granted Rights, and the Administrative Agent hereunder shall immediately become due and payable without the giving of MRI agrees not to contest any notice or other such action by the Administrative Agent MCI. MCI agrees to notify MRI in each instance where it elects not to enforce any of its rights or the Lenders. With respect to all Letters of Credit remedies with respect to which presentment for honor the MRI Granted Rights where such right or remedy if not pursued would be reasonably likely to impair the Rights, and shall before allowing any such right, remedy or cause of action to become prejudiced obtain the advice and consent of MRI, and subject to any licenses that MCI has granted to any third party, shall offer to allow MRI to assume the cause of action under MCI’s name. If within ten (10) business days after receipt of written notice from MRI, MCI neither commences such enforcement nor notifies MRI of its election not have occurred at the time of an acceleration pursuant to this Section 10.2commence such enforcement, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account MRI shall be applied entitled to assume the cause of action under MCI’s name subject to (i) MCI approving the counsel selected by the Administrative Agent to the payment of drafts drawn under such Letters of CreditMRI, and (ii) MCI approving in advance the unused portion thereof after all terms of any settlement in connection with such Letters action that imposes on MCI any financial, or legal liability or that in any way detracts or derogates from, alters or adversely impacts the rights granted to MCI hereunder. All damages, penalties, settlements and profits relating to or arising from any interference with or infringement of Credit shall have expired or been fully drawn upon, if any, any of the MRI Granted Rights are hereby assigned to MCI and shall be applied retained by MCI unless MRI brings in the name of MCI the action giving rise to repay such, in which event MRI may withhold from any such sum its actual out-of-pocket costs incurred in connection therewith. Each party shall reasonably cooperate with the other, at each party’s own expense, in connection with any suit or action threatened or instituted by or against MCI or MRI relating to any MRI Granted Rights other obligations of the Borrower hereunder and under than any action for which such party would be entitled to seek indemnification from the other Loan Documents. After all such Letters party in which event the terms of Credit Section 9 shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)apply.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 10.1(e8.01(f) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (andLoans, if such Borrower is either VaPower or CNG, then also to Dominion Resources)all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof, thereof and all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders hereunder and under the Administrative Agent hereunder other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. With respect Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to all Letters the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with respect to which presentment for honor any of the covenants contained herein will cause irreparable harm and that specific performance shall not have occurred at be available in the time event of an acceleration any breach thereof. The Administrative Agent acting pursuant to this Section 10.2, paragraph shall be indemnified by the Borrower shall at such time deposit against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto)accordance with Section 10.05.