Common use of Acceleration and Cash Collateralization Clause in Contracts

Acceleration and Cash Collateralization. Upon the occurrence of an Event of Default and which is continuing, the Agent shall, upon the request of the Majority Lenders, and by delivery of notice to the Funds Administrator from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against any Borrower: (a) declare all Obligations (other than contingent indemnification Obligations to the extent that no claim giving rise thereto has been asserted and remains unresolved or unsatisfied) to be immediately due and payable (except with respect to any Event of Default set forth in Section 9.1(e), in which case all such Obligations (including, without limitation, all accrued but unpaid interest, fees and Expenses) shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender; and (b) immediately terminate the Commitments hereunder. In addition, upon demand by the Agent or the Majority Lenders upon the occurrence of any Event of Default and which is continuing, the Borrowers shall deposit with the Agent with cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Outstandings (in each case to the extent the same are such by virtue of clause (a) of the definition thereof). Such deposit shall be held by the Agent as security for, and to provide for the payment of, Letter of Credit Outstandings. If at any time after acceleration of the maturity of the Obligations, the Borrowers shall pay all arrears of interest and all payments on account of principal of the Loans which shall have become due and payable otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in Section 4.4) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Loans and other Obligations due and payable solely by virtue of acceleration) shall be remedied or waived, then by written notice to the Funds Administrator, the Majority Lenders may elect, in the sole discretion of such Majority Lenders, to rescind and annul the acceleration and its consequences and return any cash collateral; but such action shall not affect any subsequent Default or Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Majority Lenders; they are not intended to benefit the Borrowers and do not give any Borrower the right to require the Lenders to rescind or annul any acceleration hereunder or to return any cash collateral, even if the conditions set forth herein are met.

Acceleration and Cash Collateralization. Upon the occurrence of an Event of Default and which is continuing, the Agent shall, upon the request of the Majority Lenders, and by delivery of notice to the Funds Administrator Borrower from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against any Borrower: : (a) declare all Obligations (other than contingent indemnification Obligations to the extent that no claim giving rise thereto has been asserted and remains unresolved or unsatisfied) to be immediately due and payable (except with respect to any Event of Default set forth in Section SECTION 9.1(e), in which case all such Obligations (including, without limitation, all accrued but unpaid interest, fees and Expenses) shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender; and (b) immediately terminate the Total Commitments hereunder. In addition, upon demand by the Agent or the Majority Lenders upon the occurrence of any Event of Default and which is continuing, the Borrowers Borrower shall deposit with the Agent with cash or Cash Equivalents in an amount equal to 105110% of the Letter of Credit Outstandings (in each case to the extent the same are such by virtue of clause CLAUSE (a) of the definition thereof). Such deposit shall be held by Agent in an interest bearing cash collateral account (which may or may not be the Agent Revolver Payments Cash Collateral Account) as security for, and to provide for the payment of, Letter of Credit Outstandings (the Agent to account to Borrower for any amounts remaining in such account after payment in full of all Letter of Credit Outstandings). If at any time after acceleration of the maturity of the Obligations, the Borrowers Borrower shall pay all arrears of interest and all payments on account of principal of the Loans which shall have become due and payable otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in Section SECTION 4.4) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Loans and other Obligations due and payable solely by virtue of acceleration) shall be remedied or waived, then by written notice to the Funds AdministratorBorrower, the Majority Lenders may elect, in the sole discretion of such Majority Lenders, to rescind and annul the acceleration and its consequences and return any cash collateral; but such action shall not affect any subsequent Default or Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Majority Lenders; they are not intended to benefit the Borrowers Borrower and do not give any Borrower the right to require the Lenders to rescind or annul any acceleration hereunder or to return any cash collateral, even if the conditions set forth herein are met.

Acceleration and Cash Collateralization. Upon the occurrence of an --------------------------------------- Event of Default and which is continuing, the Agent shall, upon the request of the Majority Lenders, and by delivery of notice to the Funds Administrator from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Note to enforce its claims against any Borrower: : (a) declare all Obligations (other than contingent indemnification Obligations to the extent that no claim giving rise thereto has been asserted and remains unresolved or unsatisfied) to be immediately due and payable (except with respect to any Event of Default set forth in Section 9.1(e), in which case all such Obligations (including, without limitation, all accrued but unpaid interest, fees and Expenses) shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender; and (b) immediately terminate the Commitments hereunder. In addition, upon demand by the Agent or the Majority Lenders upon the occurrence of any Event of Default and which is continuing, the Borrowers shall deposit with the Agent with cash or Cash Equivalents in an amount equal to 105110% of the Letter of Credit Outstandings (in each case to the extent the same are such by virtue of clause (a) of the definition thereof). Such deposit shall be held by the Agent as security for, and to provide for the payment of, Letter of Credit Outstandings. If at any time after acceleration of the maturity of the Obligations, the Borrowers shall pay all arrears of interest and all payments on account of principal of the Loans which shall have become due and payable otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in Section 4.4) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Loans and other Obligations due and payable solely by virtue of acceleration) shall be remedied or waived, then by written notice to the Funds Administrator, the Majority Lenders may elect, in the sole discretion of such Majority Lenders, to rescind and annul the acceleration and its consequences and return any cash collateral; but such action shall not affect any subsequent Default or Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Majority Lenders; they are not intended to benefit the Borrowers and do not give any Borrower the right to require the Lenders to rescind or annul any acceleration hereunder or to return any cash collateral, even if the conditions set forth herein are met.

Acceleration and Cash Collateralization. Upon the occurrence and during the continuance of an Event of Default and which is continuinghas not been waived by the Agent at the direction of the Majority Lenders, the Agent shall, upon the written, telecopied or telex request of the Majority Lenders, and by delivery of written notice to the Funds Administrator Borrower from the Agent, take any or all of the following actions, without prejudice to the rights of the Agent, any Lender or the holder of any Revolving Note to enforce its claims against any the Borrower: : (a) declare all Obligations (other than contingent indemnification Obligations to the extent that no claim giving rise thereto has been asserted and remains unresolved or unsatisfied) to be immediately due and payable (except with respect to any Event of Default set forth in Section 9.1(e)9.1(d) hereof, in which case all such Obligations (including, without limitation, all accrued but unpaid interest, fees and Expenses) obligations shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of the Agent or any Lender; and (b) immediately terminate the Commitments hereunder; and at all times thereafter, all loans and advances made by any Lender pursuant to this Credit Agreement shall be at such Lender's sole discretion, unless such Event of Default is waived. In addition, upon demand by the Agent or the Majority Lenders upon after the occurrence of any Event of Default and which is continuingDefault, the Borrowers Borrower shall deposit with the Agent for the benefit of the Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in an amount equal to 105% of the greatest amount for which such Letter of Credit Outstandings (in each case to the extent the same are such by virtue of clause (a) of the definition thereof)may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the other Lenders as security for, and to provide for the payment of, Letter outstanding Letters of Credit OutstandingsCredit. If at any time after acceleration of the maturity of the ObligationsLoans, the Borrowers Borrower shall pay all arrears of interest and all payments on account of principal of the Loans which shall have become due and payable otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in Section 4.4this Credit Agreement) and all Events of Default and Defaults (other than nonpayment of principal of and accrued interest on the Loans and other Obligations due and payable solely by virtue of acceleration) shall be remedied or waived, then by written notice to the Funds AdministratorBorrower, the Majority Lenders may elect, in the sole discretion of such Majority Lenders, to rescind and annul the acceleration and its consequences and return any cash collateral; but such action shall not affect any subsequent Default or Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Majority Lenders; they are not intended to benefit the Borrowers Borrower and do not give any the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder or to return any cash collateral, even if the conditions set forth herein are met.