Common use of Acceleration of Lease Balance Clause in Contracts

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding Parties, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor (the "Acceleration"). Following the Acceleration, the Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of Required Funding Parties and (2) shall (subject to the provisions of this Section), if so directed by Required Funding Parties, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the Required Funding Parties of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, the Lenders shall have no rights to the related Leased Property or any proceeds thereof, the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon ----------------------------- Lessor shall exercise such remedies as shall be permitted by the direction of Operative Documents or Applicable Law and directed by the Required Funding PartiesLenders, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand including demanding payment in full of the Lease Balance amounts owed by the Lessee or Lessees under the Guarantor Operative Documents (the "Acceleration"). Following the Acceleration, the The Lessor shall consult with the Lenders ------------ regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of the Required Funding Parties Lenders and (2) shall (subject to the provisions of this Section), if so directed by the ------- Required Funding PartiesLenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee Lessees or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed -------- ------- in accordance with Section 3. Notwithstanding any such consent, direction or --------- approval by the Required Funding Parties Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, or unless Required Lenders provide to the Lessor an indemnity, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Section 3 has been --------- made): the Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an a Lease-related Event of Default exists, the Lessor, upon the direction of the Required Funding PartiesMajority Synthetic Lease Lenders, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor Lessees (the "AccelerationACCELERATION"). Following the Acceleration, the Lessor shall consult with the Synthetic Lease Loan Lenders regarding actions to be taken in response to such Lease-related Event of Default. The Lessor Lessor: (1i) shall not, without the prior written consent of Required Funding Parties and the Majority Synthetic Lease B Lenders, and (2ii) shall (subject to the provisions of this SectionSection 10.03), if so directed by Required Funding Partiesthe Majority Synthetic Lease B Lenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Lease-related Event of Default; providedPROVIDED, howeverHOWEVER, that any payments received by the Lessor shall (subject to the provisions of the Collateral Sharing Documentation) be distributed in accordance with Section 33 of the Loan Agreement. Notwithstanding any such consent, direction or approval by the Required Funding Parties Majority Synthetic Lease B Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, or unless Synthetic Lease Lenders and B Lenders provide to the Lessor an indemnity, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Synthetic Lease Loan Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Section 3 of the Loan Agreement has been made): the Synthetic Lease Loan Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Synthetic Lease Loan Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Synthetic Lease Loan Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding Parties, shall exercise remedies under Article XIII of the Lease and under the Operative Guaranty Agreement to demand payment in full of the Lease Balance Balances by the Lessee or the Guarantor (the "Acceleration"). Following the Acceleration, the Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of Required Funding Parties and (2) shall (subject to the provisions of this Section), if so directed by Required Funding PartiesLenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty AgreementOperative Guaranty, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty AgreementOperative Guaranty, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the Required Funding Parties of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, the Lenders shall have no rights to the related Leased Property or any proceeds thereof, the Lenders shall have no rights to direct or give consent to any actions with respect to such the Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such the Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such the Leased Property, and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such the Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding PartiesLenders, shall exercise such remedies under Article XIII of the Lease and under as are directed by the Guaranty Agreement to demand Required Lenders, including demanding payment in full of the Lease Balance by the Lessee or the Guarantor Lessees (the "“Acceleration"”). Following the Acceleration, the Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of the Required Funding Parties Lenders and (2) shall (subject to the provisions of this Section), if so directed by the Required Funding PartiesLenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee Lessees, the Subsidiary Guarantors or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the Required Funding Parties Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's ’s reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, or unless Required Lenders provide to the Lessor an indemnity, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's ’s reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's ’s pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Section 3 has been made): the Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Lenders with respect to the Lessor's ’s actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an Event of Default existshas occurred and remains outstanding, the Lessor, upon the direction of the Required Funding PartiesCredit Bank, shall exercise remedies under Article XIII ARTICLE XIV of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor (the a "AccelerationLEASE BALANCE ACCELERATION"). Following the a Lease Balance Acceleration, the Lessor shall consult with the Lenders Credit Bank regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of Required Funding Parties Credit Bank, and (2) shall (subject to the provisions of this Section), if so directed by Required Funding Partiesthe Credit Bank, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; providedPROVIDED, howeverHOWEVER, that any payments received by the Lessor shall be immediately paid over to the Credit Bank and distributed in accordance with Section 3ARTICLE III. Notwithstanding any such consent, direction or approval by the Required Funding Parties Credit Bank of any such action or omission, the Lessor shall not have any no obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance Credit Bank advances to the Lessor an amount or offers the Lessor an indemnity in an amount, in either case, which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding damage. Lessor agrees that an indemnity of the Lessor's pro rata share thereof, if any)Credit Bank that is unlimited in amount shall be acceptable. Notwithstanding the foregoing, on and after the related Release Date, the Lenders Credit Bank shall have no rights to the related Leased Property or any proceeds thereof, the Lenders Credit Bank shall have no rights to direct or give consent to any actions with respect to such the Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject as to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such the Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such the Leased Property, and the Lessor shall have no liability to the Lenders Credit Bank with respect to the Lessor's actions or failure to take any action with respect to such the Leased Property.

Acceleration of Lease Balance. When an Event of Default or a Construction Agency Event of Default exists, the Lessor, upon the direction of the Required Funding Parties, Lessor shall exercise remedies under Article XIII of the Lease and under or Section 5 of the Guaranty Agreement to demand Construction Agency Agreement, as the case may be, as directed by the Required Lenders, including, if so directed, demanding payment in full of the Lease Balance by the Lessee or the Guarantor Lessees (the "Acceleration"). Following the Acceleration, the The Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default or a Construction Agency Event of Default. The Lessor (1) shall not, without the prior written consent of the Required Funding Parties Lenders and (2) shall (subject to the provisions of this Section), if so directed by the Required Funding PartiesLenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee Lessees or the Guarantor Guarantors under the Operative Documents in respect of such Event of Default or a Construction Agency Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3Article VI of the Master Agreement. Notwithstanding any such consent, direction or approval by the Required Funding Parties Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, unless Required Lenders provide to the Lessor an indemnity, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Article VI of the Master Agreement has been made): the Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, ----------------------------- the Lessor, upon the direction of the Required Funding Parties, shall exercise remedies under Article XIII of the Lease and under the Operative Guaranty Agreement to demand payment in full of the Lease Balance Balances by the Lessee or the Guarantor (the "Acceleration"). Following the Acceleration, the Lessor shall consult with the ------------ Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of Required Funding Parties and (2) shall (subject to the provisions of this Section), if so ------- directed by Required Funding PartiesLenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty AgreementOperative Guaranty, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty AgreementOperative Guaranty, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments -------- ------- received by the Lessor shall be distributed in accordance with Section 3. --------- Notwithstanding any such consent, direction or approval by the Required Funding Parties of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, the Lenders shall have no rights to the related Leased Property or any proceeds thereof, the Lenders shall have no rights to direct or give consent to any actions with respect to such the Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such the Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such the Leased Property, and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such the Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding PartiesLease Participant, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor (the "Acceleration"). Following the Acceleration, the Lessor shall consult with the Lenders Lease Participant regarding actions to be taken in response to such Event of Default. The Lessor Lessor (1) shall not, without the prior written consent of Required Funding Parties the Lease Participant and (2) shall (subject to the provisions of this Section), if so directed by Required Funding Partiesthe Lease Participant, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty AgreementGuaranty, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty AgreementGuaranty, or sell the related Leased PropertyProperty or Leased Properties, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the Required Funding Parties Lease Participant of any such action or omission, the Lessor shall not have any no obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance Lease Participant advances to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, the Lenders shall have no rights to the related Leased Property or any proceeds thereof, the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Propertydamage.

Acceleration of Lease Balance. When an Event of Default exists, the ----------------------------- Lessor, upon the direction of the Required Funding PartiesLenders, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor (the "Acceleration"). Following ------------ the Acceleration, the Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of the Required Funding Parties Lenders and (2) shall (subject to the provisions of this Section), if so directed by the Required Funding PartiesLenders, do any of ------- the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty AgreementGuaranty, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty AgreementGuaranty, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, -------- ------- that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the --------- Required Funding Parties Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, the Lenders shall have no rights to the related Leased Property or any proceeds thereof, the Lenders shall have no rights to direct or give consent to any actions with respect to such the Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such the Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such the Leased Property, and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such the Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding Parties, shall exercise such remedies under Article XIII of the Lease and under as are directed by the Guaranty Agreement to demand Required Funding Parties, including demanding payment in full of the Lease Balance by the Lessee or the Guarantor Lessees (the "Acceleration"). Following the Acceleration, the Lessor shall consult with the Lenders regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of the Required Funding Parties and (2) shall (subject to the provisions of this Section), if so directed by the Required Funding Parties, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee Lessees, the Subsidiary Guarantors or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3Article VI of the Master Agreement. Notwithstanding any such consent, direction or approval by the Required Funding Parties of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, or unless the Funding Parties provide to the Lessor an indemnity, on a pro rata basis, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Lenders Funding Parties advance to the Lessor Lessor, on a pro rata basis, an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any)damage. Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Article VI of the Master Agreement has been made): the Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.

Acceleration of Lease Balance. When an Event of Default exists, the Lessor, upon the direction of the Required Funding PartiesLender, shall exercise remedies under Article XIII XIV of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor (the an "Acceleration"). Following the an Acceleration, the Lessor shall consult with the Lenders Lender regarding actions to be taken in response to such Event of Default. The Lessor (1) shall not, without the prior written consent of Required Funding Parties Lender, and (2) shall (subject to the provisions of this Section), if so directed by Required Funding Partiesthe Lender, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased Property, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Event of Default; provided, however, that any payments received by the Lessor shall be distributed in accordance with Section 3. Notwithstanding any such consent, direction or approval by the Required Funding Parties Lender of any such action or omission, the Lessor shall not have any no obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to liability, expense, loss or damages unless and until the Lenders advance Lender advances to the Lessor an amount or offers the Lessor an indemnity in an amount, in either case, which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any)damage. Notwithstanding the foregoing, on and after the related Release Date, the Lenders Lender shall have no rights to the related Leased Property or any proceeds thereof, the Lenders Lender shall have no rights to direct or give consent to any actions with respect to such the Leased Property and the proceeds thereof, the Lessor shall have absolute discretion (but in all events subject as to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such the Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such the Leased Property, and the Lessor shall have no liability to the Lenders Lender with respect to the Lessor's actions or failure to take any action with respect to such the Leased Property.

Acceleration of Lease Balance. When an a Master Agreement Event of Default exists, the Lessor, upon the direction of the Required Funding PartiesMajority Synthetic Lease Lenders, shall exercise remedies under Article XIII of the Lease and under the Guaranty Agreement to demand payment in full of the Lease Balance by the Lessee or the Guarantor Lessees (the "AccelerationACCELERATION"). Following the Acceleration, the Lessor shall consult with the Synthetic Lease Loan Lenders regarding actions to be taken in response to such Master Agreement Event of Default. The Lessor Lessor: (1i) shall not, without the prior written consent of Required Funding Parties and the Majority Synthetic Lease B Lenders, and (2ii) shall (subject to the provisions of this SectionSECTION 10.03), if so directed by Required Funding Partiesthe Majority Synthetic Lease B Lenders, do any of the following: commence eviction or foreclosure proceedings, or make a demand under the Guaranty Agreement, or file a lawsuit against the any Lessee under the Lease, or file a lawsuit against the Guarantor under the Guaranty Agreement, or sell the Leased PropertyProperties, or exercise other remedies against the Lessee or the Guarantor under the Operative Documents in respect of such Master Agreement Event of Default; providedPROVIDED, howeverHOWEVER, that any payments received by the Lessor shall (subject to the provisions of the Collateral Sharing Documentation) be distributed in accordance with Section 33 of the Loan Agreement. Notwithstanding any such consent, direction or approval by the Required Funding Parties Majority Synthetic Lease B Lenders of any such action or omission, the Lessor shall not have any obligation to follow such direction if the same would, in the Lessor's reasonable judgment, require the Lessor to expend its own funds or expose the Lessor to expense, unless Synthetic Lease Lenders and B Lenders provide to the Lessor an indemnity, in form and substance reasonably acceptable to the Lessor, for such liability, expense, loss or damages damage or unless and until the Synthetic Lease Loan Lenders advance to the Lessor an amount which is sufficient, in the Lessor's reasonable judgment, to cover such liability, expense, loss or damage (excluding the Lessor's pro rata share thereof, if any). Notwithstanding the foregoing, on and after the related Release Date, Date (and any application otherwise required under Section 3 of the Loan Agreement has been made): the Synthetic Lease Loan Lenders shall have no rights to the related such Leased Property or any proceeds thereof, ; the Synthetic Lease Loan Lenders shall have no rights to direct or give consent to any actions with respect to such Leased Property and the proceeds thereof, ; the Lessor shall have absolute discretion (but in all events subject to the terms of the Operative Documents) with respect to such exercise of remedies with respect to such Leased Property, and the proceeds thereof, including, without limitation, any foreclosure or sale of such Leased Property, ; and the Lessor shall have no liability to the Synthetic Lease Loan Lenders with respect to the Lessor's actions or failure to take any action with respect to such Leased Property.