Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (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) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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 (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (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 (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of clause (f) above with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans have matured) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (including all amounts BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans s have matured) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any an Event of Default shall have occurred and be continuing, then, and in every such event (other than an event described in clause (f) or (g) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon written instructions from at the Majority Lenders, request of the Required Lenders shall, (i) by notice to the Borrowers, take some or all of the following actions, at the same or different times: (i) suspend the Revolving Commitments of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions until such Event of Default is cured; (ii) terminate the Revolving Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iii) require that the Borrower declare all Tender Advances Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto)declare the Loans then outstanding to be due and all payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest accrued thereon and all reasonable fees and other amounts due hereunder immediately obligations of the Borrowers accrued hereunder, shall become due and payable andimmediately, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrowers, (iiiv) give written notice to require that the Trustee as contemplated in the applicable Indenture that an Event Borrowers Cash Collateralize its respective Letter of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, Credit Obligations (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Minimum Collateral Amount with respect thereto; and (v) exercise any other rights or remedies provided under this Agreement or any other Loan Document, or any other right or remedy available by law or equity; and in case of any event described in clause (f) or (g) of Section 7.01, the obligation of each Lender to make Loans and any obligation of the Letter of Credit Amount for all Bond LCs Issuer to make L/C Credit Extensions shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all unpaid Tender Advancesreasonable fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, and the same obligation of Borrowers to Cash Collateralize the Letter of Credit Obligations as aforesaid shall thereupon automatically become effective, in each case without further act of Administrative Agent or any Lender or Letter of Credit Issuer, and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)Borrowers.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (ia) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon Upon the occurrence of any Event of Default under Section 6.01(ethat has not been remedied within (i) two (2) Business Days of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that thereof for an Event of Default has occurred occurring by the Company’s failure to comply with directions for either a mandatory tender Section 7.1(c) of the Purchase Agreement, or acceleration (ii) ten (10) Business Days of all Bonds covered by a Xxxx XX currently outstanding, (iii) by written notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount thereof for all Bond LCs and all unpaid Tender Advancesother Events of Default, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(j) or 2.1(k), the Administrative Agent Maker shall cause pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to twelve percent (12%) per annum (the “Default Interest Rate”) provided, to the extent any Event of Default results in the acceleration of all or any portion of the amounts owing under this Note, then the Default Interest Rate shall be increased, retroactive to the time such cash collateral Event of Default occurred, to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary the lesser of a Xxxx XX pursuant to a draw by such beneficiary eighteen percent (18%) per annum and the maximum rate permitted under such Xxxx XX, applicable law; and (ivb) pursue all remedies available the Maker shall be obligated to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants pay to the Administrative AgentHolder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on behalf the date the Event of Default giving rise thereto occurs and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time shall be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by on the Borrower earlier to occur of the Lenders Maturity Date, upon conversion, redemption or any LC Issuer under prepayment of this Agreement, Note or the Pledge Agreement or any Control Agreement), date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. Accrued and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds unpaid interest (including interest on deposit in any cash collateral account past due interest) shall be invested as required in any tax exemption or arbitrage certificate due and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)payable upon demand.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, at the Administrative Agent may, and upon written instructions from the Majority Lenders, shallBank's sole election, (ia) the Bank may proceed to protect and enforce its rights by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it action at law, by contract, at in equity or otherwiseother appropriate proceeding, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and whether for the ratable benefit specific performance of any agreement contained herein, or for an injunction against the violation of any of the Lenders and any LC Issuerterms, a security interest conditions or provisions hereof, or in all aid of the Borrower’s rightexercise of any power granted hereby or by law, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure (b) the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent Bank may at any time or from time to time after funds are deposited proceed at law or in equity or otherwise to enforce the lien and security interest of this Mortgage as against all or any part of the Mortgaged Property, as the Bank may elect in the such cash collateral accountexercise of its sole discretion, apply such funds (c) the Bank may declare the entire amount of the Note or other Secured Obligations (or any of them) and all interest thereon, or, at its option, any part of the foregoing, to be accelerated and immediately due and payable, without further demand or notice, and/or (d) the Bank may pursue all other rights and remedies available to Bank hereunder or at law or in equity. The Bank shall also be entitled as a matter of right, to the payment extent permitted by law, without regard to the adequacy of the security for the Note and other Indebtedness, to the immediate appointment of a receiver for the Mortgaged Property and of the rents thereof, by a court with proper jurisdiction with all such other powers as the court(s) making such appointment shall confer, and the Bank, or any of its agents or employees, may serve as such receiver. Borrower shall deliver to the receiver appointed, or the Bank if it takes possession of the Mortgaged Property or any part thereof, all original plans and specifications for the Mortgaged Property, records, books, security deposits, leases, agreements, and all other materials whatsoever relating to the construction or operation of the Mortgaged Property. All remedies hereunder shall be cumulative to the greatest extent permitted by law. If any Event of Default hereunder shall occur, Borrower will pay to the Bank such further amount as shall be sufficient to reimburse the Bank fully for all costs and expenses of collection of the Secured Obligations and enforcement of any security for the Secured Obligations, including without limitation, Bank's fees and expenses for enforcing this Mortgage or any rights hereunder, its reasonable attorneys', accountants' and appraisers' fees and expenses, court costs, and any taxes, and fees or governmental charges incident to such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate enforcement of rights and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)collection.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuing, then, and in any such eventduring the continuation thereof, the Administrative Agent may, and upon written instructions from may exercise all rights of a secured party under the Majority Lenders, shall, UCC (i) by notice whether or not the UCC applies to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declarationaffected collateral). In addition, the same shall become Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other distributions made thereon, sell in one or more sales after ten (10) days’ notice (or such longer period as may be immediately due and payable (provided that, upon afforded by the occurrence of any Event of Default under Section 6.01(eUCC) of the Credit Agreement, all such amounts shall automatically become time and be immediately due and payable) without diligence, presentment, demand, protest or other notice place of any kindpublic sale or of the time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), all but without any previous notice or advertisement, the whole or any part of which are hereby waived by the Borrower, (ii) give written notice Pledged Collateral and otherwise act with respect to the Trustee Pledged Collateral as contemplated though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrowerpreceding sentence; provided, however, that the Administrative Agent shall cause not have any duty to exercise any such cash collateral right or to be deposited in a separate account which preserve the same and shall not be debited liable for any failure to make do so or for any payment directly to delay in doing so. Any sale shall be made at a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it public or private sale at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent’s offices or elsewhere to be named in the notice of sale, on behalf of and either for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in cash or upon credit or for future delivery at such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts price as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at deem fair, and any time Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from time to time after funds are deposited in the such cash collateral accountany claim of any Pledgor or any right of redemption, apply such funds which each Pledgor hereby waives to the payment of any such obligationsextent permitted by applicable law. All funds on deposit in any cash collateral account Each sale shall be invested made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as required in any tax exemption or arbitrage certificate and agreement among the Borrowerotherwise herein specifically provided for, the Issuer notices of sale, advertisements and the Trustee applicable to each series presence of Bonds covered property at sale are hereby waived and any sale hereunder may be conducted by a Xxxx XX (each, a “Tax Agreement”), with respect to an auctioneer or any officer or agent of the investment of Gross Proceeds (as defined in the applicable Tax Agreement)Administrative Agent.

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of clause (f) above with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans have matured) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (including all amounts BA Equivalent Loans and L/C Obligations, whether or not the 140 beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans s have matured) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If (a) Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, in addition to all rights and be continuingremedies specified in this Agreement and the other Facility Documents, thenincluding Article VII, and in any such eventthe rights and remedies of a Secured Party under Applicable Law, including the UCC, the Administrative Agent mayAgent, and upon written instructions from following the Majority direction of, or consent by, the Required Lenders, shall, (i) by notice to the Borrower Borrower, may declare all Tender the principal of and the accrued interest on the Advances and all interest accrued thereon and all other amounts due whatsoever payable by the Borrower hereunder immediately to be forthwith due and payable andpayable, upon whereupon such declaration, the same amounts shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice formalities of any kind, all of which are hereby waived by the Borrower; provided that, (ii) give written notice to upon the Trustee as contemplated in the applicable Indenture that an occurrence of any Event of Default has occurred with directions for either a mandatory tender or acceleration described in clause (h) of all Bonds covered by a Xxxx XX currently outstandingSection 6.01, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs Advances and all unpaid Tender Advancessuch other amounts shall automatically become due and payable, and without any further action by any party; provided, further, that in the same shall thereupon become and be immediately case of any Event of Default described in Section 6.01(a) that involves a default in the payment of or failure to deposit amounts due and payable by the Borrower; providedsolely to a Class B Lender, however, that then the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary declare the principal of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to accrued interest on the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder Class B Advances (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and whatsoever payable by the Borrower to the Class B Lenders) to be immediately due and payable without receiving the prior written consent of (i) the Initial Class B Lender or (ii) if the Initial Class B Lender is no longer a Class B Lender, one or more Class B Lenders or any LC Issuer under this Agreement, having Class B Advances in an amount greater than 50% of the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment aggregate outstanding principal amount of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)all Class B Advances.

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of subsection 9.1(f) with respect to any Borrower, the Commitments, if any, shall automatically terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (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) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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) shall immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to the Revolving Loans, Revolving Commitments, any Letter of Credit and L/C Obligations), the Administrative Agent may, and or upon written instructions from the Majority request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances and all the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuingcontinuing and acceleration shall have occurred pursuant to Section 702, thenthe Trustee may, subject in each case to the provisions of Section 807, exercise any or all of the rights and remedies granted to it in any Security Document. Without limiting the generality of the foregoing, the Issuer expressly agrees that in any such eventevent the Trustee, without demand of performance or any other demand, advertisement or notice of any kind (except the Administrative Agent notice specified below of the time and place of public or private sale) to or upon the Issuer or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), may, and upon at the written instructions from instruction of the Majority Lenders, Holders of either Series of the Notes shall, (i) by notice subject to the Borrower declare provisions of the Consents and to the provisions of any law or regulation having the force of law: (a) collect, receive and appropriate any or all Tender Advances of the Collateral and exercise any right, remedy, power or privilege of the Issuer under any Material Agreement; (b) set off against all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, hereunder with funds held in the same shall become and be immediately due and payable Accounts; (provided that, upon the occurrence c) proceed by suit at law or in equity to seek specific performance of any Event of Default under Section 6.01(e) obligation of the Credit AgreementIssuer; (d) take possession of the Collateral forthwith or any time thereafter, all such amounts in which case the Issuer shall automatically become marshal and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by deliver the Borrower, (ii) give written notice Collateral to the Trustee or its designee at such time or times and such place or places as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, Trustee may reasonably specify; (iiie) by notice sent subject to the Borrowerprovisions of Section 704, require forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver all or any part of the immediate deposit Collateral (or contract to do so) at one or more public or private sales, at any exchange, broker's board or at any of the Trustee's offices or elsewhere at such prices as it may deem best, for cash collateral in an amount equal to or on credit or for future delivery without assumption of any credit risk; (f) institute legal proceedings for the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary appointment of a Xxxx XX pursuant receiver with respect to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity any or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders Collateral or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment Issuer; or (g) proceed by suit at law or in equity to foreclose upon, or appoint a receiver with respect to, the Collateral or exercise any other right or remedy (including specific performance of Gross Proceeds the Issuer's obligations under the Financing Documents) available under applicable law. The Trustee may sell any or all of the Collateral as provided above at any private or public sale, it being hereby agreed that twenty (as defined in 20) Business Days' notice by the Trustee to the Issuer shall be deemed to be reasonable notice of any such sale. The Issuer hereby waives, to the extent permitted by applicable Tax Agreement)law, any claims against the Trustee arising by reason of the fact that the price at which Collateral may have been sold at any such private sale was less than the price which might have been obtained at a public sale.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default described in paragraph 12(g) hereof, all of Borrower's Liabilities shall have occurred immediately and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately automatically become due and payable andpayable, upon such declaration, the same shall become and be immediately due and payable (provided that, upon without notice of any kind. Upon the occurrence of any other Event of Default under Section 6.01(e) of the Credit AgreementDefault, all such amounts shall automatically become Liabilities may, at the option of Bank, and be immediately due and payable) without diligence, presentment, demand, protest notice or other notice legal process of any kind, all be declared, and immediately shall become, due and payable. (b) Upon the occurrence of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstandingDefault, (iii) by notice sent Bank may exercise from time to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs time any rights and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and the Control Agreements. The Borrower hereby pledges, assigns all of Bank's rights and grants remedies shall be cumulative and non-exclusive to the Administrative Agentextent permitted by law. In particular, on behalf but not by way of and for the ratable benefit limitation of the Lenders and foregoing, Bank may, without notice, demand or legal process of any LC Issuerkind, a security interest in take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower’s right's premises where any of the Collateral may be, title and interest search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and agrees that Bank shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by Bank of any of the Collateral may be applied by Bank to all funds which the payment of expenses in connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and any balance of such proceeds may be applied by Bank toward the payment of such of the Liabilities, and in such order of application, as Bank may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligationselect. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)14.

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, without further order from the Bankruptcy Court, and subject to the terms of the Orders, the automatic stay provisions of section 362 of the Bankruptcy Code shall be vacated and modified to the extent necessary to permit the Administrative Agent mayand the Lenders to exercise all rights and remedies provided for in the DIP Loan Documents, and upon written instructions from to take any or all of the Majority Lenders, shall, following actions without further order of or application to the Bankruptcy Court (as applicable): (i) by notice immediately terminate the Loan Parties’ limited use of any cash collateral; (ii) cease making any Loans under the DIP Facility to the Borrower Loan Parties; (iii) declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and Obligations to be immediately due and payable; (iv) without diligencefreeze monies or balances in the Loan Parties’ accounts (and, presentmentwith respect to this Agreement and the DIP Facility, demandsweep all funds contained in any Controlled Account); (v) immediately set-off any and all amounts in accounts maintained by the Loan Parties with the Administrative Agent or the Lenders against the Obligations, protest or other notice otherwise enforce any and all rights against the Collateral in the possession of any kindof the applicable Secured Parties, all including, without limitation, disposition of which are hereby waived by the BorrowerCollateral solely for application towards the Obligations; and (vi) take any other actions or exercise any other rights or remedies permitted under the Orders, the Loan Documents or applicable law to effect the repayment of the Obligations; provided, however, that prior to the exercise of any right in clauses (iii) give or (vi) of this paragraph, the Administrative Agent shall be required to provide five (5) business days written notice to the Trustee as contemplated Loan Parties and the Committee of the Administrative Agent’s intent to exercise its rights and remedies; provided, further, that neither the Loan Parties, the Committee nor any other party-in-interest shall have the right to contest the enforcement of the remedies set forth in the applicable Indenture Orders and the Loan Documents on any basis other than an assertion that an Event of Default has not occurred or has been cured within the cure periods expressly set forth in the applicable Loan Documents. The Loan Parties shall cooperate fully with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited and the DIP Lenders in a separate account which shall not be debited to make any payment directly to a beneficiary their exercise of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XXrights and remedies, and (iv) pursue all remedies available to it at law, by contract, at equity whether against the Collateral or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuingoccurred, then, so long as the same shall continue, and whether or not Lender exercises any right, or seeks or pursues any other relief or remedy available to it under applicable law or this Note, Lender may exercise all the rights and remedies of a Secured Party under the Uniform Commercial Code (the “Code”) and, in addition, without being required to give any such eventnotice, the Administrative Agent except as herein provided or as may be required by mandatory provisions of law, and Lender may: (i) upon written notice to Borrower, declare this Note to be due and payable immediately, and upon written instructions from the Majority Lendersdelivery of such notice, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same this Note shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, ; (ii) give written notice to sell the Trustee Collateral, or any part thereof, at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, Lender may deem satisfactory; (iii) instead of exercising the power of sale herein conferred upon it, proceed by notice sent a suit or suits at law or in equity to foreclose on the Borrowersecurity interests granted to it hereunder and sell the Collateral, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advancesor any portion thereof, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in under a separate account which shall not be debited to make any payment directly to a beneficiary judgment or decree of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, court or courts of competent jurisdiction; and (iv) pursue take possession of all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit any part of the Lenders Collateral, and exclude the Borrower and all persons claiming under Borrower wholly or partly therefrom, and thereafter hold, store, use, operate, manage and control the same. Upon any LC Issuersuch taking of possession, a security interest in all of the Borrower’s rightLender may, title and interest in and to all funds which may from time to time be on deposit in time, at the expense of Borrower, make all such cash collateral account repairs, replacements, alterations, additions and improvements to secure the prompt and complete payment and performance of the collateral as the Lender may deem proper. For the purpose of exercising the foregoing rights, powers and privileges, Borrower hereby irrevocably constitutes and appoints Lender its true and lawful attorney-in-fact, with full power of substitution to execute, acknowledge, endorse and deliver any instruments and do and perform any acts which are referred to herein in the name and behalf of Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement). The power vested in said attorney-in-fact is, and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate deemed to be, coupled with an interest and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)cannot be revoked.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon Upon the occurrence and continuance of any Event of Default under Section 6.01(e(as defined in the Notes), and the expiration of any applicable cure period, and in every such event: (a) of the Credit AgreementCTI may, all such amounts shall automatically become in their sole and be immediately due and payable) arbitrary discretion, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, exercise all of the Borrowerremedies of a secured party and mortgage holder under applicable law, (ii) give written notice to including, but not limited to, the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstandingUCC, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, of its rights and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement Debt Documents; and (b) CTI may require Flexo to make the Collateral and the Control Agreements. The Borrower hereby pledges, assigns and grants records pertaining to the Administrative Agent, on behalf of and for Collateral available to the ratable benefit CTI at a place designated by CTI which is reasonably convenient or may take repossession of the Lenders Collateral and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower records pertaining to the Lenders or Collateral without the use of any LC Issuer under this Agreementjudicial process and without any prior notice thereof; and (c) except as otherwise provided by law, the Pledge Agreement or any Control Agreement)CTI may, at their option, and in their sole and arbitrary discretion, sell the Administrative Agent Collateral at public or private sale upon such terms and conditions as CTI may reasonably deem proper, and CTI may purchase the Collateral at any such sale, and apply the net proceeds, after deducting all costs, expenses and attorney’s fees incurred at any time or from time to time after funds are deposited in the such cash collateral accountcollection of the indebtedness of Flexo to the CTI and in the protection and sale of the Collateral, apply such funds to the payment of said indebtedness, returning the remaining proceeds, if any, to Flexo, with Flexo remaining liable for any amount remaining unpaid after such application; and (d) CTI may, at their option, and in their reasonable discretion, grant extensions, compromise claims and settle accounts receivable for less than face value, all without prior notice to Flexo; and (e) CTI may, at their option, and in their sole and arbitrary discretion, use, in connection with any assembly or disposition of the Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Flexo; and (f) Flexo shall, upon the request of CTI, forthwith upon receipt, transmit and deliver to CTI in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed, where required, so that such items may be collected by CTI) which may be received by Flexo at any time in full or partial payment of any Collateral. Flexo shall not commingle any such obligations. All items which may be so received by Flexo with any other of its funds on deposit or property but shall hold them separate and apart from their own funds or property and in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable trust for CTI until delivery is made to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)CTI.

Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower or Collateral Manager obtaining knowledge of the occurrence of an Event of Default, each of the Borrower and the Collateral Manager shall notify each other and the Agents, in accordance with Section 5.01(d)(iv). Upon the occurrence of an Event of Default known to a Responsible Officer of the Collateral Agent, the Collateral Agent shall promptly notify the Administrative Agent (which will notify the Lenders promptly) of such Event of Default in writing. (b) Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, in addition to all rights and be continuingremedies specified in this Agreement and the other Facility Documents, thenincluding Article VII, and in any such eventthe rights and remedies of a secured party under Applicable Law, including the UCC (which rights shall be cumulative), the Administrative Agent mayshall, and upon written instructions from at the Majority request of, or may with the consent of, the Required Lenders, shall, (i) by notice to the Borrower (with a copy to the Collateral Agent), do any one or more of the following: (1) declare all Tender the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate, and (2) declare the principal of and the accrued interest on the Advances and all interest accrued thereon and all other amounts due whatsoever payable by the Borrower hereunder immediately to be forthwith due and payable andpayable, upon whereupon such declaration, the same amounts shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the Commitments shall automatically terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by any party. The Borrower and the Collateral Manager hereby agree that they will, at the Borrower’s expense and at the direction of the Administrative Agent, (i) assemble all or any part of the Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to such parties and (ii) give written without notice to except as specified below, sell the Trustee as contemplated Collateral or any part thereof at a public or private sale in the accordance with applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by law. The Administrative Agent shall provide notice sent to the Borrower, require Collateral Manager or the immediate deposit BDC of cash collateral in an amount equal its election to sell the Collateral hereunder on the date that is 13 Business Days prior to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and proposed date of such sale (the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause date such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreementnotice is delivered, the Pledge Agreement or any Control Agreement“Collateral Sale Notice Date”), and the Borrower agrees that such notice shall constitute reasonable notification. All cash proceeds received by the Administrative Agent may at or Collateral Agent in respect of any time sale of, collection from, or from time to time other realization upon, all or any part of the Collateral (after funds are deposited in the such cash collateral account, apply such funds to the payment of any amounts incurred in connection with such obligations. All funds on deposit in any cash collateral account sale) shall be invested as required in any tax exemption or arbitrage certificate deposited into the Collection Account and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect be applied pursuant to the investment of Gross Proceeds (as defined in the applicable Tax AgreementSection 9.01(a)(iii).

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, thenthe Agent, and in any such eventupon direction of the Required Banks, or the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) Required Banks may by notice to the Borrower (i) declare all Tender Advances and the Commitment of the Banks to make Revolving Loans hereunder to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Revolving Loans, all interest thereon, any accrued thereon and unpaid fees and all other amounts due payable hereunder immediately or in respect of the Revolving Loans to be forthwith due and payable andpayable, upon such declaration, the same whereupon they shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately forthwith due and payable) , without diligence, presentment, demand, protest protest, or other further notice of any kind, all of which are hereby expressly waived by the Borrower. Notwithstanding the foregoing, (ii) give written notice to upon the Trustee as contemplated in the applicable Indenture that an occurrence of any Event of Default has occurred with directions for either a mandatory tender involving the Borrower described in Sections 10.01(i) or acceleration (j) above, the commitment of the Banks to make Revolving Loans shall automatically be terminated and the Revolving Loans, all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs interest thereon and all accrued and unpaid Tender Advances, fees and all other amounts payable hereunder or in respect of the same Revolving Loans shall thereupon immediately become and be immediately due and payable payable, without any requirement on the part of the Required Banks to give notice, or make declaration, of any kind regarding such Event of Default and without presentment, demand, protest or any other requirement on the part of the Required Banks, all of which are hereby expressly waived by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, Bank may (i) by notify the Trustee of the occurrence and continuance of such Event of Default whereupon the Trustee shall accelerate payment of all the outstanding Bonds and the interest accrued thereon pursuant to and in accordance with Section 10.01 of the Indenture, and notify the Trustee of the Bank's determination to terminate the Letter of Credit on the 12th Business Day following the Trustee's receipt of such notice, and, in either case, provide a copy of such notice to the Borrower declare Company and the Issuer, (ii) if a drawing to pay interest on the Bonds shall have been made under the Letter of Credit (other than such a drawing in respect of the payment of interest upon scheduled or accelerated maturity, or redemption, of the Bonds), notify the Trustee prior to the tenth day following such drawing that the Bank has not been reimbursed for such drawing and that the Interest Component (as defined in the Letter of Credit) in the amount of such drawing will not be reinstated, (iii) require the Company to provide cash collateral in respect of the undrawn portion of the Stated Amount of the Letter of Credit, whereupon the Company shall deposit with the Bank as cash collateral an amount equal to such undrawn portion, (v) exercise all Tender Advances the rights and remedies provided herein; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Company or any of its Subsidiaries under the Federal Bankruptcy Code, all amounts reimbursable pursuant to Section 2.02(a), all interest accrued and unpaid thereon and all other amounts due payable hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) , without diligence, presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)Company."

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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) shall immediately become due and payable, 183 and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (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) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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) shall immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit and L/C Obligations), the Administrative Agent may, and or upon written instructions from the Majority request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, (i) by notice to the Borrower Borrower, declare all Tender Advances and all the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If Upon the occurrence and continuance of any Event of Default shall have occurred and be continuingDefault, thennotwithstanding anything to the contrary provided herein, and in any such eventthe other Documents and/or elsewhere, the Administrative Agent Lender may, in its sole and upon written instructions from the Majority Lendersabsolute discretion, shall, among other actions (i) declare the all issued and outstanding aggregate principal amount of the Notes (plus any premium thereon as provided elsewhere herein), all accrued but unpaid interest on the Notes (including, but not limited to, Cash Interest and Additional Interest at the Default Rate), and/or any other Liabilities, and/or other amounts owed to the Lender by notice the Borrower under this Agreement and/or the other Documents or otherwise, all through and including the date all amounts owed to the Lender from the Borrower pursuant to this Agreement, the other Documents, and/or otherwise, are received in full by the Lender in cash by the payment of immediately available funds by wire transfer pursuant to wire transfer instruction provided to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable andfrom the Lender (the “Amount”), upon such declaration, the same shall become and to be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, (ii) give written notice and Borrower shall pay to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in Lender an amount equal to the Maximum Credit Loan Maturity Date Payment Amount, assuming the period during which the Loan Maturity Date Payment Amount is received by the Lender as a result of an Event of Default shall be (x) for all Bond LCs the 2 Amended and all unpaid Tender AdvancesRestated Notes, during the period commencing on January 8, 2015 until the date 60 days following such date, and (y) for the same $2,000,000 New Note during the period commencing on May 15, 2015 until the date 60 days thereafter, regardless of when such Event of Default occurs and/or when such Loan Maturity Date Payment Amount is received by the Lender as a result of an Event of Default (collectively, the “Event of Default Payment Amount”); provided, that upon the occurrence of an Event of Default under Section 7.01(e) hereof, all amounts set forth in this Section 8.01(i) shall thereupon automatically become and be immediately forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and Borrower shall pay to Lender the Event of Default Payment Amount; (ii) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, exercise all of the remedies of a secured party and mortgage holder under applicable law, including, but not limited to, the UCC, and all of its rights and remedies under the Documents; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited (iii) require Borrower to make the Collateral and the records pertaining to the Collateral available to the Lender at a place designated by the Lender which is reasonably convenient to the Lender to take possession of the Collateral and the records pertaining to the Collateral without the use of any payment directly judicial process and without any prior notice thereof to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and Borrower; (iv) pursue all remedies available to it at law, by contract, at equity sell any or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s rightCollateral at public or private sale upon such terms and conditions as Lender may reasonably deem proper, title and interest in and and, to the extent permitted by applicable law, Lender may purchase any or all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, Collateral at any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement)such sale, and apply the Administrative Agent may net proceeds, after deducting all costs, expenses and attorneys’ fees incurred at any time or from time to time after funds are deposited in the such cash collateral accountcollection of the Liabilities and in the protection and sale of the Collateral, apply such funds to the payment of the Liabilities, returning the remaining proceeds, if any, to Borrower, with Borrower remaining liable for any amount remaining unpaid after such application; (v) grant extensions, compromise claims and settle Accounts Receivable for less than face value, all without prior notice to Borrower; (vi) use, in connection with any assembly or disposition of the Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Borrower and (vii) take all action permitted under any other provision of this Agreement and/or any of the other Documents including, but not limited to, Article 3 of this Agreement. Borrower shall, upon the request of the Lender, forthwith upon receipt, transmit and deliver to the Lender in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed, where required, so that such items may be collected by Lender) which may be received by Borrower at any time in full or partial payment of any Collateral. Borrower shall not commingle any such obligationsitems which may be so received by Borrower with any other of its funds or property but shall hold them separate and apart from their own funds or property and in trust for the Lender until delivery is made to the Lender. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate The Lender may exercise all of its rights and agreement among the Borrowerremedies against Borrower under applicable law, the Issuer this Agreement and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)other Documents.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default described in subparagraph 12(g) hereof, all of the Liabilities shall have occurred immediately and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately automatically become due and payable andpayable, upon such declaration, the same shall become and be immediately due and payable (provided that, upon without notice of any kind. Upon the occurrence of any other Event of Default under Section 6.01(e) of the Credit AgreementDefault, all such amounts shall automatically become Liabilities may, at the option of Bank, and be immediately due and payable) without diligence, presentment, demand, protest notice or other notice legal process of any kind, all be declared, and immediately shall become, due and payable. (b) Upon the occurrence of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstandingDefault, (iii) by notice sent Bank may exercise from time to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs time any rights and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and the Control Agreements. The Borrower hereby pledges, assigns all of Bank's rights and grants remedies shall be cumulative and non-exclusive to the Administrative Agentextent permitted by law. In particular, on behalf but not by way of and for the ratable benefit limitation of the Lenders and foregoing, Bank may, without notice, demand or legal process of any LC Issuerkind, a security interest in take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s right's premises where any of the Collateral may be, title and interest search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and agrees that Bank shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by Bank of any of the Collateral may be applied by Bank to all funds which the payment of expenses in connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and any balance of such proceeds may be applied by Bank toward the payment of such of the Liabilities, and in such order of application, as Bank may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)elect.

Remedies Upon an Event of Default. (a) If any an Event of Default shall have occurred and be continuing, thenthe Administrative Agent may exercise all of the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, and in any such eventaddition, the Administrative Agent maymay without being required to give any notice, and upon written instructions from the Majority Lendersexcept as herein provided, shallor as may be required by mandatory provisions of law, (i) by notice apply the cash, if any, then held as Collateral as specified in Section 15 of this Pledge Agreement and (ii) if there shall be no such cash, or if such cash shall be insufficient to pay all the Secured Obligations in full, sell the Collateral or any part thereof at public or private sale, or at any broker's board or on any securities exchange, for cash, upon credit, or for future delivery, and (subject to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon requirements of the UCC) at such declaration, price or prices as the same shall become and Administrative Agent may deem satisfactory. The Administrative Agent may be immediately due and payable (provided that, upon the occurrence purchaser of any Event of Default under Section 6.01(e) or all of the Credit AgreementCollateral so sold at any public sale (or, all if the Collateral is of a type customarily sold in a recognized market or is of a type that is the subject of a widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely and free from any right or claim of whatsoever kind. The Administrative Agent is authorized in connection with any such amounts shall automatically become and be immediately due and payablesale (i) without diligence, presentment, demand, protest to restrict the prospective bidders on or other notice purchasers of any kind, all of which the Collateral to a limited number of sophisticated investors who will represent and agree that they are hereby waived by purchasing for their own account for investment and not with a view to the Borrowerdistribution or sale of any of such Collateral, (ii) give written notice to cause, if applicable, to be placed on certificates for any or all of the Pledged Shares a legend to the Trustee as contemplated effect that such security has not been registered under the Securities Act of 1933 (“Securities Act”) and may not be disposed of in violation of the applicable Indenture that an Event provisions of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstandingthe Securities Act, and (iii) by notice sent to impose such other limitations or conditions in connection with any such sale as the Administrative Agent reasonably deems necessary or advisable in order to comply with the Securities Act or any other applicable law or regulation. Valhi Holding agrees that it will execute and deliver such documents and take such other reasonable action (other than any action to register the Pledged Shares) as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with applicable law. Upon any such sale the Administrative Agent shall have the right to deliver, assign, and transfer to the Borrowerpurchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely, require the immediate deposit free from any claim or right of cash collateral in an amount equal whatsoever kind, including any equity or right of redemption of Valhi Holding and, to the Maximum Credit Amount extent permitted by law, Valhi Holding hereby specifically waives all rights of redemption, stay, or appraisal that it has or may have under any law now existing or hereafter adopted. The Administrative Agent shall give Valhi Holding not less than ten days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral unless the Collateral threatens to decline speedily in value. The Administrative Agent and Valhi Holding agree that such notice constitutes “reasonable authenticated notification of disposition” within the meaning of UCC Section 9-611. Such notice (if any is required) shall (i) in the case of a public sale, state the time and place fixed for all Bond LCs such sale, (ii) in the case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and all unpaid Tender Advancesthe day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (iii) in the same case of a private sale, state the day after which such sale may be consummated. Any such public sale shall thereupon become be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent shall deem to be immediately due and payable by the Borrower; providedcommercially reasonable, however, provided that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited obligated to make any payment directly to a beneficiary of a Xxxx XX such sale pursuant to a draw by any such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreementsnotice. The Borrower hereby pledgesAdministrative Agent may, assigns and grants without notice or publication, adjourn any public or private sale or cause the same to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may be adjourned from time to time be on deposit in such cash collateral account to secure by announcement at the prompt time and complete payment and performance of place fixed for the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement)sale, and the Administrative Agent such sale may be made at any time or from time place to time after funds are deposited which the same may be so adjourned. If all or any part of the Collateral is sold on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such cash collateral accountpurchaser to pay for the Collateral so sold and, apply such funds to the payment in case of any such obligationsfailure, such Collateral may again be sold upon like notice. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among The Administrative Agent, instead of exercising the Borrowerpower of sale herein conferred upon it, the Issuer and the Trustee applicable to each series of Bonds covered may proceed by a Xxxx XX (eachsuit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a “Tax Agreement”), with respect to the investment judgment or decree of Gross Proceeds (as defined in the applicable Tax Agreement)a court or courts of competent jurisdiction.

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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 (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, and or upon written instructions from the Majority Lenders, request of the Required Lenders the Administrative Agent shall, (i) by notice to the Borrower Representative, declare all Tender Advances the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and all (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement (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 (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(eSubsection 16(b) of the Credit AgreementLoan Agreement is hereby amended by restating in its entirety that portion thereof immediately following “any balance of such Proceeds may be applied by Agent toward the payment of such of the Liabilities, all such amounts shall automatically whether due or to become and be immediately due and payable) without diligencedue, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstandingfollowing order” to read as follows: first, (iii) by notice sent to the Borrowerpay any fees, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs indemnities and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder expense reimbursements (including, without limitation, any outstanding protective advances) then due to the Agent, second, ratably in accordance with each Lender’s Pro Rata Share, to pay any fees, indemnities and expense reimbursements then due to the Lenders, third, to the payment of principal of and interest on the Swing Loans until paid in full, fourth, ratably to pay any interest due in respect of the Loans other than Swing Loans, fifth, to pay or prepay the principal amount of all Interim Advances and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this AgreementDisproportionate Advances (provided, however, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or applicability of this Section shall not affect a Lender’s obligation to settle from time to time after funds are deposited with Agent as required under and in accordance with Section 18 of this Agreement), sixth, ratably in accordance with each Lender’s Pro Rata Share, to pay all other principal amounts then due and payable with respect to the such Loans other than Swing Loans, seventh, to the Agent, in an amount equal to one hundred ten percent (110%) of the undrawn amount of the outstanding Letters of Credit to be held as cash collateral accountfor payment of such Liabilities, apply such funds eighth, ratably in accordance with each Lender’s Pro Rata Share, to payment of all other Liabilities (excluding any Liabilities arising pursuant to an Interest Rate Agreement secured by this Agreement (collectively, the “Secured Hedge Liabilities”) and excluding any Funds Transfer and Deposit Account Liabilities), ninth, ratably to the payment of all Secured Hedge Liabilities, tenth, ratably to the payment of Funds Transfer and Deposit Account Liabilities, and eleventh, to Borrowers or the Person(s) legally entitled thereto provided that if any Liabilities shall not have been indefeasibly paid in full, in cash, any surplus otherwise payable under clause eleven shall continue to be held as Collateral hereunder and shall continue to be subject to the terms and conditions hereof until such Liabilities shall have been indefeasibly paid in full, in cash and such surplus may be used by Agent to pay any such obligationsLiabilities which from time to time become due and payable. All funds on deposit in Borrowers shall remain liable to Agent and Lenders for any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)deficiencies.

Remedies Upon an Event of Default. (a) If any Event of Default shall have occurred occurs and be is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (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 (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Bank)) shall immediately become due and payable, and (B) if such event is any other Event of Default, with 228 the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit and L/C Obligations), the Administrative Agent may, and or upon written instructions from the Majority request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, (i) by notice to the Borrower Borrower, declare all Tender Advances and all the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest accrued thereon thereon) and all other amounts due hereunder immediately owing under this Agreement to be due and payable andforthwith, upon such declaration, whereupon the same shall immediately become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder (including, without limitation, any and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Remedies Upon an Event of Default. If any Event of Default shall --------------------------------- have occurred and be continuing, thenthe Agent may (and, and in any such event, the Administrative Agent may, and upon written instructions from the if directed by Majority Lenders, shall, (i) by notice to (a) declare the Borrower Commitments terminated (whereupon the Commitments shall be terminated) and/or (b) declare all Tender Advances the principal amount then outstanding of, and all the accrued interest accrued thereon on, the Loans and commitment fees and all other amounts due payable hereunder immediately and under the Notes to be forthwith due and payable andpayable, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all whereupon such amounts shall automatically be and become and be immediately due and payable) , without diligencefurther notice (including, without limitation, notice of intent to accelerate), presentment, demand, protest or other notice formalities of any kind, all of which are hereby expressly waived by the Borrower, (ii) give written notice to the Trustee as contemplated ; provided that in the applicable Indenture that case of the occurrence of -------- an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent respect to the BorrowerBorrower referred to in clauses (f) and (g) of Section 11.1, require the immediate deposit of cash collateral in an Commitments shall be automatically terminated and the principal amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advancesthen outstanding of, and the same accrued interest on, the Loans and commitment fees and all other amounts payable hereunder and under the Notes shall thereupon be and become automatically and be immediately due and payable by the Borrower; providedpayable, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder without notice (including, without limitation, notice of intent to accelerate), presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. The Agent And The Co-Agent. -------------------------- Appointment, Powers and Immunities. ---------------------------------- Each Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Each Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Co-Agent to act as its co-agent hereunder and under the other Loan Documents. Each Lender and the Issuing Bank irrevocably authorizes the Co-Agent to take such action on behalf of each of the Lenders and the Issuing Bank and to exercise all such powers as are expressly delegated to such Co-Agent hereunder and in the other Loan Documents and all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable related documents or by the Borrower Agent, together with such other powers as are reasonably incidental thereto. The Co-Agent shall not have any duties or responsibilities or any fiduciary relationship with the Agent, any Lender or Issuing Bank except as expressly set forth in this Agreement. All references hereunder to the Lenders or any LC Issuer under this Agreement, rights and obligations of the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time shall also be deemed to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect Co- Agent to the investment extent that the duties or actions of Gross Proceeds (as defined in the applicable Tax Agreement)Agent to which such rights or obligations relate have been delegated by the Agent to the Co-Agent.

Remedies Upon an Event of Default. If any Event of Default --------------------------------- shall have occurred and be continuing, thenany Bank may (a) declare its Commitments terminated (whereupon the Commitments shall be terminated) and/or (b) declare the principal amount then outstanding of, and in the accrued interest on, any such event, the Administrative Agent may, of its Borrower Loans and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon facility fee and all other amounts due payable hereunder immediately and under the Borrower Notes it holds to be forthwith due and payable andpayable, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e) of the Credit Agreement, all whereupon such amounts shall automatically be and become and be immediately due and payable) , without diligencenotice (including, without limitation, notice of intent to accelerate), presentment, demand, protest or other notice formalities of any kind, all of which are hereby expressly waived by the Borrower, (ii) give written notice to the Trustee as contemplated Borrowers; provided that in the applicable Indenture that case of the occurrence -------- of an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent respect to the BorrowerBorrowers referred to in clauses 9.1(f) and 9.1(g) of Section 9.1, require the immediate deposit Commitments shall be automatically terminated and the principal amount then outstanding of cash collateral in an amount equal to and the Maximum Credit Amount for all Bond LCs accrued interest on the any of the Borrower Loans and commitment fees and all unpaid Tender Advances, other amounts payable hereunder and under the same Borrower Notes shall thereupon be and become automatically and be immediately due and payable by the Borrower; providedpayable, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and any LC Issuer, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Borrower’s obligations hereunder without notice (including, without limitation, notice of intent to accelerate), presentment, demand, protest or other formalities of any and kind, all Xxxx XX Reimbursement Obligations and any other amounts as shall become due and payable of which are hereby expressly waived by the Borrower Borrowers. Each Bank agrees to provide notice to the Lenders other Bank or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), Banks and the Administrative Collateral Agent may at any time or from time to time after funds are deposited with reasonable promptness (but in no event later than the such cash collateral account, apply such funds to the payment next Banking Day) of any such obligations. All funds on deposit actions it undertakes of the type described in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate clauses (a) and agreement among the Borrower, the Issuer and the Trustee applicable to each series of Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)b) above.