Common use of Acceleration Waivers Amendments and Remedies Clause in Contracts

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. If any Default described in Sections 7.7 or 7.8 occurs with respect to Borrower, the obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Letter of Credit Account. If any Default described in Sections Section 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Lender or any LenderIssuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations at such time over the amount on deposit in the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iiy) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems in immediately available funds the best interests of the LendersCollateral Shortfall Amount, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining deposited in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to BorrowerAccount. If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Letter of Credit Account. If any Default described in Sections 7.7 Section 7.7, 7.8 or 7.8 7.9 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Lender or any LenderIssuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations at such time over the amount on deposit in the LC Collateral Account at such time that is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such excess, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iiy) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems in immediately available funds the best interests of the LendersCollateral Shortfall Amount, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining deposited in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to BorrowerAccount. If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 7.7, 7.8 or 7.8 7.9 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.6 or Section 7.7 or 7.8 occurs with respect to Borrowerand is continuing, the obligations of the Lenders to make Loans Credit Extensions hereunder and the obligation and power of each Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (i) the amount of LC Obligations at such time, less (ii) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occursoccurs and is continuing, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (A) terminate or suspend the obligations of the Lenders to make Loans Credit Extensions hereunder and the obligation and power of each Issuer to issue Facility LCs, or declare the Facility Obligations and any affected Lender may declare the Rate Hedging Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iiB) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default has occurredoccurred and is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (c) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor Issuers under the Loan Documents. In addition to . (d) At any time while any Default has occurred and is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining, in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans Credit Extensions and the obligation and power of the Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Letter of Credit Account. If any Default described in Sections Section 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Lender or any LenderIssuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations at such time over the amount on deposit in the LC Collateral Account at such time that is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such excess, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (x) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the Issuers to issue Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iiy) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems in immediately available funds the best interests of the LendersCollateral Shortfall Amount, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining deposited in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to BorrowerAccount. If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue and Modify Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) In the event the Obligations have been accelerated pursuant to this Section 8.1, or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account to of the Obligations and all net proceeds from the enforcement of the Obligations shall, subject to the provisions of Sections 2.18(i) and 2.22, be applied by the Administrative Agent as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees (other than Facility Fees and LC Fees payable to the Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the LC Issuers and the Swingline Lender under the Loan Documents, including attorney fees, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Fees, LC Fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders, the Issuing Lenders and the Swingline Lender in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations then owing and to cash collateralize any LC Obligations then outstanding, ratably among the holders of such obligations in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable law.

Acceleration Waivers Amendments and Remedies. 8.18.1 Acceleration; Facility LC Collateral Account. Acceleration. 50 (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. 81 15484836v115484836v9 (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue and Modify Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) In the event the Obligations have been accelerated pursuant to this Section 8.1, or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account to of the Obligations and all net proceeds from the enforcement of the Obligations shall, subject to the provisions of Sections 2.18(i) and 2.22, be applied by the Administrative Agent as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees (other than Facility Fees and LC Fees payable to the Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the LC Issuers and the Swingline Lender under the Loan Documents, including attorney fees, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Fees, LC Fees and interest on the Loans and Reimbursement Obligations, ratably among 15484836v115484836v9 the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Third payable to them;

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 7.6 or 7.8 with respect to Borrower7.7) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 11.1 Acceleration. 11.1.1. If any Event of Default described in Sections 7.7 Section 10.1.6 or 7.8 10.1.7 occurs with respect to Borrowerthe Credit Parties, the Elected Commitments (and the Aggregate Elected Commitment Amounts) and the obligations of the Lenders to make Advances and Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder shall will automatically terminate and the Facility Obligations shall (other than Rate Management Obligations owed to Lender Counterparties) will immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to deposit in an account with the Administrative Agent an amount in immediately available funds equal to the amount of LC Obligations in cash or cash equivalents reasonably satisfactory to the Administrative Agent, which funds will be applied pursuant to Section 11.1.2. If any other Event of Default occursoccurs and is continuing, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to ) may (a) terminate or suspend the date that such Default has been fully cured, may permanently terminate Elected Commitments (and the Aggregate Elected Commitment Amounts) and the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Letters of Credit, or declare the Facility Obligations (other than Rate Management Obligations owed to Lender Counterparties) to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility in which event such Obligations shall will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive, and (iib) if on notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith on such demand and without any automatic further notice or optional acceleration has occurredact, immediately pay to the Administrative Agent the amount in immediately available funds equal to the amount of such LC Obligations, which funds will be applied pursuant to Section 11.1.2. 11.1.2. The Administrative Agent may at any time or from time to time, after such funds are deposited with the Administrative Agent, apply such funds to the payment of the Obligations in accordance with Section 11.4 and any other amounts as directed may have become due and payable by the Required Credit Parties to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition Such funds (to the foregoing, following the occurrence of a Default and so long extent not applied as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal aforesaid) will be returned to the aggregate undrawn face amount of Borrowers (i) after all outstanding Facility Letters of Credit and all fees such Obligations and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations been paid in full shall, unless the Administrative Agent is otherwise directed by a court or (ii) within three (3) Business Days after all Events of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained cured or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationwaived.

Acceleration Waivers Amendments and Remedies. 8.18.1 Acceleration; Facility LC Collateral Account. Acceleration. (a) If any Default described in Sections Section 7.6 or Section 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer, or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount determined as set forth below in immediately available funds, which funds shall be held in the Facility LC Collateral Account. The Agent shall determine the difference of (i) the amount of LC Obligations at such time (other than LC Obligations with respect to Bank Guaranties), less (ii) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). The Borrowers will pay to the Agent, for deposit in the Facility LC Collateral Account, either (y) the Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or (z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the Parent. If any Default other Default occurs, so long as than a Default exists under Section 7.6 or Section 7.7 exists, the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (A) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower each of the Borrowers hereby expressly waives waives, and (iiB) if any automatic or optional acceleration has occurred, upon notice to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems Borrowers and in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoingcontinuing right to demand payment of all amounts payable under this Agreement, following make demand on the occurrence of a Default Borrowers to pay, and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termsthe Borrowers will, forthwith upon demand by (and without any further notice or act), pay to the Required Lenders Borrower shall deposit Agent either (y) the Collateral Shortfall Amount in the Letter of Credit Collateral Account cash in applicable Agreed Currency or Currencies or (z) an amount equal to 110% of the aggregate undrawn face amount Dollar Amount of all outstanding Facility Letters the Collateral Shortfall Amount (calculated as of Credit and all fees and other amounts due or the applicable Computation Date) in Dollars, as elected by the Parent, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of 15524773v115524773v5 which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue and Modify Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) In the event the Obligations have been accelerated pursuant to this Section 8.1, or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account to of the Obligations and all net proceeds from the enforcement of the Obligations shall, subject to the provisions of Sections 2.18(i) and 2.22, be applied by the Administrative Agent as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees (other than Facility Fees and LC Fees payable to the Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the LC Issuers and the Swingline Lender under the 82 15524773v115524773v5 Loan Documents, including attorney fees, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Fees, LC Fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Third payable to them;

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Facility LC Collateral Account . (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Agent, with the consent of or at the request of the Required Lenders, at any time prior to the date that such Default has been fully cured, Lenders (a) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if any automatic or optional acceleration has occurred, upon notice to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In in addition to the foregoingcontinuing right to demand payment of all amounts payable under this Agreement, following make demand on the occurrence of a Default Borrower to pay, and so long as the Borrower will, forthwith upon such demand and without any Facility Letter of Credit has not been fully drawn and has not been cancelled further notice or expired by its termsact, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal pay to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or Agent the Collateral Shortfall Amount, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters LC Collateral Account. Notwithstanding any provision to the contrary, it is understood that, other than with respect to a Default described in Section 7.6 of Credit and associated issuance costs and fees. Such funds7.7, if any, remaining in (1) no Lender has the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over right to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the individually terminate its obligations of the Lenders to make Loans hereunder (such right of termination residing with the Agent as a result of any Default provided above), and (other than any Default 2) no Lender has the right to declare its Loans due and payable prior to maturity (such right to declare the Loans due and payable residing with the Agent as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationprovided above).

Acceleration Waivers Amendments and Remedies. 8.18. Acceleration. 1Acceleration; Remedies. (a) If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations under this Agreement and the other Loan Documents shall immediately become due and payable without any election or action on the part of the Administrative Agent, any LC Issuer or any Lender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties (other than Liens in favor of the Administrative Agent and the LC Issuers as herein provided or any bankers’ lien or ordinary course setoff rights of a depositary bank; provided, that any such bankers’ liens or setoff rights are either in favor of the Administrative Agent or any Lendersubordinated to payment of the Obligations to the written satisfaction of the Administrative Agent) and has not been applied against the Obligations under this Agreement and the other Loan Documents (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occursoccurs and is continuing, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations under this Agreement and the other Loan Documents to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) Obligations under this Agreement and the Facility Obligations other Loan Documents shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive and (iib) if upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Event of Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time that an Event of Default is continuing and funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing Obligations under this Agreement and diligently pursuing judicial action, all amounts owed by Borrower the other Loan Documents and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrowers to the Lenders or the LC Issuers under the Loan Documents. In addition , as provided in Section 8.2. (d) At any time while any Event of Default is continuing, neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations under this Agreement and the other Loan Documents have been paid in full (other than Unliquidated Obligations) and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrowers or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 thirty (30) days after acceleration of the maturity of the Facility Obligations under this Agreement and the other Loan Documents or termination of the obligations of the Lenders to make Loans or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to a Borrower) and before any judgment or decree for the payment of the Facility Obligations due under this Agreement and the other Loan Documents shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Borrowers, rescind and annul such acceleration and/or termination. (f) Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent may, subject to the direction of the Required Lenders, exercise all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable law.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if any automatic or optional acceleration has occurred, upon notice to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In in addition to the foregoingcontinuing right to demand payment of all amounts payable under this Agreement, following make demand on the occurrence of a Default Borrower to pay, and so long as the Borrower will, forthwith upon such demand and without any Facility Letter of Credit has not been fully drawn and has not been cancelled further notice or expired by its termsact, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal pay to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or Agent the Collateral Shortfall Amount, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, (i) the obligations of the Lenders to make Loans hereunder, the Commitments and the obligations of the Issuers to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive and without any election or action on the part of the Administrative Agent or any Lender and (ii) if each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any automatic act or optional acceleration has occurredevidence, to deliver to the Administrative Agent, as directed by at its address specified pursuant to Article XIV, for deposit into the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully Collateral Account, an amount (the “Collateral Shortfall Amount”) equal to the excess, if any, of: (A) 100% of the sum of the aggregate maximum amount remaining available to be drawn under the Facility Letters of Credit requested by such Borrower (assuming compliance with all conditions for drawing thereunder) issued by an Issuer and has not been cancelled or expired by its termsoutstanding as of such time, upon demand by over (B) the Required Lenders amount on deposit for such Borrower shall deposit in the Letter of Credit Collateral Account cash at such time that is free and clear of all rights and claims of third parties (other than the Administrative Agent and the Lenders) and that has not been applied by the Lenders against the Obligations of such Borrower. (b) If any Default occurs and is continuing (other than a Default described in an amount equal Section 7.6 or 7.7, and subject to Section 4.6), (i) the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans, the Commitments and the obligation of the Issuers to issue Facility Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon (if so declared) the Obligations shall become immediately due and payable, without presentment, demand, 509265-1946-Active.21307007.121307007.7 protest or notice of any kind, all of which the Borrowers hereby expressly waive and (ii) the Required Lenders may, upon notice delivered to the aggregate undrawn face amount of all Borrowers with outstanding Facility Letters of Credit and in addition to the continuing right to demand payment of all fees amounts payable under this Agreement, make demand on each such Borrower to deliver (and each such Borrower will, forthwith upon demand by the Required Lenders and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount payable by such Borrower. (c) If at any time while any Default is continuing or the Revolving Termination Date has occurred, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower will, forthwith upon demand by the Administrative Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Administrative Agent as additional funds to be deposited and held in the Letter of Credit Collateral Account an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Administrative Agent may at any time or from time to time after funds are deposited in the Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and any other amounts due or which may as shall from time to time have become due with respect thereto. Borrower and payable by the relevant Borrowers to the Lenders under the Loan Documents. (e) Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Letter of Credit Collateral Account. After all of the Obligations have been indefeasibly paid in full (other than contingent indemnification obligations in respect of which no control over claim has been made, Hedging Obligations and Obligations in respect of Cash Management Agreements) or upon the request of the Company if no Default has occurred and is continuing, any funds remaining in the Letter of Credit Collateral Account shall be returned by the Administrative Agent to the applicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Administrative Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall not be entitled deemed to receive any interest thereon. Such have exercised such care if such funds shall be promptly applied by are accorded treatment substantially equivalent to that which the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such fundsaccords its own property, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless it being understood that the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over shall not have any responsibility for taking any necessary steps to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of preserve rights against any Default (other than any Default as described in Sections 7.7 or 7.8 Persons with respect to Borrower) any such funds. Notwithstanding the foregoing, during any period during which solely a Financial Covenant Default has occurred and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so directis continuing, the Administrative Agent shallmay with the consent of, by notice and shall at the request of, the Required TLA/RC Lenders (but subject to BorrowerSection 4.6) take any of the foregoing actions described in paragraphs (a), rescind (b), (c) and annul such acceleration and/or termination.(d) above, solely as they relate to the Revolving Credit Lenders and Term A Lenders (versus the Lenders), the Revolving Credit Commitments and Term A Commitments (versus the Commitments), the Revolving Credit Loans, the Swing Loans and the Term A Loans (versus the Loans), and the Letters of Credit. 509265-1946-Active.21307007.121307007.7

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue and Modify Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) In the event the Obligations have been accelerated pursuant to this Section 8.1, or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Obligations and all net proceeds from the enforcement of the Obligations shall, subject to the provisions of Sections 2.18(i) and 2.22, be applied by the Administrative Agent as follows: Second, to payment of that portion of the Obligations constituting fees (other than Facility Fees and LC Fees payable to the Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the LC Issuers and the Swingline Lender under the Loan Documents, including attorney fees, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Fees, LC Fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations then owing and to cash collateralize any LC Obligations then outstanding, ratably among the holders of such obligations in proportion to the respective amounts described in this clause Fourth payable to them; and

Acceleration Waivers Amendments and Remedies. 8.1. Section 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (i) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (ii) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (c) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1Acceleration; Facility LC Collateral Account. Acceleration. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems in the best interests of the LendersCollateral Shortfall Amount, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any Lender. Lender and the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (b) If any Default occurs and is continuing (other Default occurs, so long as than a Default exists Lenders shall have no obligation to make any Loans and described in Section 7.6 or 7.7), the Required Lenders, at any time prior to the date that such Default has been fully cured, Lenders may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon (if the Required Lenders elected to accelerate (iso declared) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (i) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if The Agent may at any automatic time or optional acceleration has occurredfrom time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the Administrative Agent, payment of the Obligations owing under this Agreement and any other amounts as directed shall from time to time have become due and payable by the Required Company to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition . (iii) At any time while any Default is continuing, neither the Company nor any Person claiming on behalf of or through the Company shall have any right to withdraw any of the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account cash the Obligations owing under this Agreement have been indefeasibly paid in an amount equal to full and the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over Aggregate Commitment has been terminated, any funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Company or paid to whomever may be promptly paid over to Borrower. If, within 10 days after legally entitled thereto at such time. (iv) After acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, may direct the Administrative Agent and upon such direction the Agent shall, by notice to Borrowerthe Company, rescind and annul such acceleration and/or termination. (c) Any proceeds of Collateral received by the Agent after a Default has occurred and is continuing and the Agent so elects or the Required Lenders so direct, shall be applied ratably first, to payment of all reasonable costs and expenses of the Agent incurred in connection with the collection and enforcement of the Secured Obligations or of any security interest granted to the Agent in connection with any Collateral securing the Secured Obligations, second, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest and fees, pro rata among the Lenders and their Affiliates in accordance with the amount of such accrued and unpaid interest and fees owing to each of them, third, to payment of the principal of the, and unreimbursed obligations under letters of credit and similar instruments that are, Secured Obligations and the net early termination payments and any other Swap Agreement Obligations then due and unpaid to any of the Lenders or their Affiliates, pro rata among the Lenders and their Affiliates in accordance with the amount of such principal, unreimbursed obligations and such net early termination payments then due and unpaid owing to each of them, and fourth, to payment of any Secured Obligations (other than those listed above) pro rata among those parties to whom such Secured Obligations are due in accordance with the amounts owing to each of them. Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

Acceleration Waivers Amendments and Remedies. 8.18.1 Acceleration; Facility LC Collateral Account. Acceleration. (a) If any Default described in Sections Section 7.6 or Section 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer, or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount determined as set forth below in immediately available funds, which funds shall be held in the Facility LC Collateral Account. The Administrative Agent shall determine the difference of (i) the amount of LC Obligations at such time (other than LC Obligations with respect to Bank Guaranties), less (ii) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). The Borrowers will pay to the Administrative Agent, for deposit in the Facility LC Collateral Account, either (y) the Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or (z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the Parent. If any Default other Default occurs, so long as than a Default exists under Section 7.6 or Section 7.7 exists, the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (A) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower each of the Borrowers hereby expressly waives waives, and (iiB) if upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon demand (and without any automatic further notice or optional acceleration has occurredact), the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems either (y) the Collateral Shortfall Amount in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled applicable Agreed Currency or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in Currencies or (z) an amount equal to 110% of the aggregate undrawn face amount Dollar Amount of all outstanding Facility Letters the Collateral Shortfall Amount (calculated as of Credit and all fees and other amounts due or the applicable Computation Date) in Dollars, as elected by the Parent, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Remedies. (a) If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations (other than obligations arising under Financial Contracts or Cash Management Services Agreements, which shall be payable in accordance with the terms thereof) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held as Cash Collateral, equal to the difference of (x) the Minimum Collateral Amount less (y) the amount of Cash Collateral at such time that is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations (other than obligations arising under Financial Contracts or Cash Management Services Agreements) to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent, the Collateral Shortfall Amount, which shall be deposited as directed by the Required Lenders (Cash Collateral. With respect to Obligations arising under Financial Contracts or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoingCash Management Services Agreements, following the occurrence of a any Event of Default, the Lender that is the Lender counterparty to such Financial Contract or the provider of such Cash Management Services Agreement may, subject to the terms of the applicable Financial Contract or Cash Management Services Agreement, declare the applicable Obligations thereunder to be due and payable, or both, whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest, or notice of any kind, all of which the Borrower hereby expressly waives. (b) If at any time while any Event of Default is continuing, the Administrative Agent or an Initial Lender determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrower to pay, and so long the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent, the Collateral Shortfall Amount, which shall be held as Cash Collateral. (c) The Administrative Agent may at any Facility Letter time or from time to time after funds are deposited as Cash Collateral apply such funds to the payment of Credit has not been fully drawn the Obligations and has not been cancelled or expired by its terms, upon demand any other amounts as have become due and payable by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount Lenders or the LC Issuers under the Loan Documents, as provided in Section 8.2. (d) At any time while any Event of all outstanding Facility Letters Default is continuing, neither the Borrower nor any Person claiming on behalf of Credit and all fees and other amounts due or which may become due with respect thereto. through the Borrower shall have no control over funds any right to withdraw any Cash Collateral. After all of the Obligations have been indefeasibly paid in full (other than inchoate indemnity obligations and LC Obligations, Rate Management Obligations or obligations related to Cash Management Services Agreements for which any exposure is either cash collateralized or otherwise addressed to the Letter reasonable satisfaction of Credit the Administrative Agent and the Initial Lenders) and the Aggregate Commitment has been terminated, any remaining Cash Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 90 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Sections 7.7 Section 7.6 or 7.8 with respect to Borrower7.7) and before any judgment or decree for the payment of the Facility Obligations due shall have has been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) Upon and during the continuation of any Event of Default, the Administrative Agent may, subject to the direction of the Required Lenders, exercise all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable law.

Acceleration Waivers Amendments and Remedies. 8.19.1. Termination of Revolving Loan Commitments; Acceleration. . (A) If any Default described in Sections 7.7 Section 8.1(F) or 7.8 occurs with respect to Borrower8.1(G) occurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the Issuing Bank or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of (x) one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less (y) the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, so long as a Default exists (a) the Administrative Agent may, and at the request of Required Revolving Loan Lenders shall have no obligation to make any Loans and the Required Lendersshall, at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder and (b) the Administrative Agent may, and at the request of the Required Lenders shall, (i) declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives waives, and (ii) if upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (B) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests L/C Collateral Account. At any time while any Default is continuing, none of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and Borrowers nor any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence Person claiming on behalf of a Default and so long as or through any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter L/C Collateral Account. (C) If at any time following any deposit of Credit funds into the L/C Collateral Account and shall not be entitled pursuant to receive any interest thereon. Such funds clause (A) or (B) of this Section 9.1 the Default giving rise to such obligation to deposit cash collateral shall be promptly applied by cured, waived otherwise cease to be continuing and no other Default or any Unmatured Default shall then have occurred and be continuing, the Administrative Agent to reimburse shall determine the Issuing Bank for drafts drawn Net Aggregate Revolving Credit Exposure at such time and release and disburse funds from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit L/C Collateral Account following to the payment of all Facility Obligations in full shall, unless Borrowers to the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over extent required pursuant to Borrower. Section 2.4(B)(iii). (D) If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Revolving Loan Lenders to make Revolving Loans and the obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 8.1(F) or 7.8 with respect to Borrower(G)) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in the case of any such acceleration) or Required Revolving Loan Lenders (in the case of any such termination) (in each case, in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of each LC Issuer to issue Facility Letters of Credit hereunder LC's shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "COLLATERAL SHORTFALL AMOUNT"). If any other Default occursoccurs or any material adverse change in the business, so long as a Default exists operations, prospects or financial condition of the Borrower which, if uncorrected, would in the reasonable good faith judgment of the Lenders shall have no obligation to make result in any Loans and other Default, the Required Lenders (or the Administrative Agent with the consent of the Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of each LC Issuer to issue Facility LC's, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without SIDLEY XXXXXX XXXXX & XXXX LLP presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), Obligations as same become due and payable and to the payment of any other amounts as shall use its good faith efforts from time to collect, including without limitation, time have become due and payable by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor to the Lenders or the LC Issuers under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. On the earlier of Credit the date on which (a) no Default shall be continuing and (b) all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 thirty (30) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder or the obligation and power of the LC Issuers to issue Facility LC's as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Company or any Subsidiary Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occursoccurs and is continuing, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Company hereby expressly waives and (iib) if upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, subject to the reimbursement rights of the LendersLC Issuer pursuant to Section 2.21.5, apply such funds to satisfy drawings under Facility LCs as they occur and LC Obligations, and if any amount remains on deposit in its sole discretion)the Facility LC Collateral Account after all such Facility LCs have been fully drawn or expired, such remaining amount shall use its good faith efforts be applied to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower the payment of the other Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrowers to the Lenders or the LC Issuer under the Loan Documents. In addition to the foregoing. (d) At any time while any Default is continuing, following the occurrence neither any Borrower nor any Person claiming on behalf of a Default and so long as or through any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrowers or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 60 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to Borrowerthe Company) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Company, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Remedies. If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations under this Agreement and the other Loan Documents shall immediately become due and payable without any election or action on the part of the Administrative Agent Designated Agent, any LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Designated Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations under this Agreement and the other Loan Documents (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans the Designated Agent may, and at the request of the Required LendersLenders shall, at any time prior to the date that such Default has been fully cured, may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations under this Agreement and the other Loan Documents to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) Obligations under this Agreement and the Facility Obligations other Loan Documents shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Designated Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (a) If at any time while any Event of Default is continuing, the Administrative AgentDesignated Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Designated Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Designated Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) The Designated Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations under this Agreement and the other Loan Documents and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuers under the Loan Documents. In addition to , as provided in Section 8.2. (c) At any time while any Event of Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Obligations under this Agreement and shall not be entitled to receive the other Loan Documents have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Designated Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (d) If, within 10 thirty (30) days after acceleration of the maturity of the Facility Obligations under this Agreement and the other Loan Documents or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Event of Default (other than any Event of Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due under this Agreement and the other Loan Documents shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Designated Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (e) Upon the occurrence and during the continuation of any Event of Default, the Designated Agent may, and at the request of the Required Lenders shall, exercise all rights and remedies under the Loan Documents and enforce all other rights and remedies under applicable law.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Loans Credit Extensions hereunder and the obligation and power of the Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans Credit Extensions hereunder and the obligation and power of the Issuer to issue Facility LCs, or declare the Facility Obligations and any affected Lender may declare the Rate Hedging Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf or of through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining, in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans Credit Extensions and the obligation and power of the Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which the Borrowers hereby expressly waive and without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any Lender. Lender and the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”) (b) If any Default occurs and is continuing (other Default occurs, so long as than a Default exists Lenders shall have no obligation to make any Loans and described in Section 7.6 or 7.7), the Required Lenders, at any time prior to the date that such Default has been fully cured, Lenders may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon (if the Required Lenders elected to accelerate (iso declared) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive, and (b) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (i) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if The Agent may at any automatic time or optional acceleration has occurredfrom time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the Administrative Agent, payment of the Obligations owing under this Agreement and any other amounts as directed shall from time to time have become due and payable by the Required Company to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition . (iii) At any time while any Default is continuing, neither the Company nor any Person claiming on behalf of or through the Company shall have any right to withdraw any of the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account cash the Obligations owing under this Agreement have been indefeasibly paid in an amount equal to full and the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over Aggregate Commitment has been terminated, any funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Company or paid to whomever may be promptly paid over to Borrower. If, within 10 days after legally entitled thereto at such time. (iv) After acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to any Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, may direct the Administrative Agent and upon such direction the Agent shall, by notice to Borrowerthe Company, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.18.1 Acceleration; Facility LC Collateral Account. Acceleration. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any LenderLender or LC Issuer and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if any automatic or optional acceleration has occurred, upon notice to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In in addition to the foregoingcontinuing right to demand payment of all amounts payable under this Agreement, following make demand on the occurrence of a Default Borrower to pay, and so long as the Borrower will, forthwith upon such demand and without any Facility Letter of Credit has not been fully drawn and has not been cancelled further notice or expired by its termsact, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal pay to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or Agent the Collateral Shortfall Amount, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. . (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Secured Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or act pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Secured Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. (a) If any Default described in Sections 7.7 Section ‎7.6 or 7.8 ‎7.7 occurs with respect to Borrowerany Credit Party, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further 12660163v2 notice, act or demand, to pay the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of the LC Obligations at such time minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If Without prejudice to the provisions of Section ‎4.2, if any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (i) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact pay to the Administrative Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, Obligations in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower respect of the Revolving Credit Facility and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Revolving Lenders or the LC Issuers under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of the Obligations in respect of the Revolving Credit Facility have been indefeasibly paid in full in cash (or, with respect to any Reimbursement Obligations, the Facility LCs have been returned and cancelled or back-stopped to the Administrative Agent’s reasonable satisfaction) and the Aggregate Revolving Loan Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under remaining Obligations and, after all of the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations have been indefeasibly paid in full shallin cash and all other Commitments terminated, unless any remaining funds shall be returned by the Administrative Agent is otherwise directed by a court of competent jurisdiction, to the Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligations and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section ‎7.6 or 7.8 ‎7.7 with respect to Borrowerany Credit Party) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.. 12660163v2

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as pay to the Administrative Agent deems in the best interests of the LendersCollateral Shortfall Amount, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerthe Borrower or any Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (v) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all right and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to Borrowerthe Borrower or any Guarantor) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Secured Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Secured Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Secured Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Secured Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Secured Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Secured Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.19.1. Acceleration. If any Default described in Sections 7.7 8.7 or 7.8 8.8 occurs with respect to the Borrower, the Guarantor, any Qualified Borrower or any Subsidiary or Investment Affiliate, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as (other than a Property Breach unless such breach causes a Default exists Lenders shall have no obligation to make under any Loans other provision of Article VIII) occurs and is continuing, the Required Lenders, at any time prior to the date that such Default has been fully cured, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder hereunder, and to issue Facility Letters of Credit, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or upon written notice of any kind, all of which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan DocumentsBorrower. In addition to the foregoing, following the occurrence and during the continuance of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled canceled or expired by its terms, upon demand by the Required Lenders Agent the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall Account, which funds will be invested by the Agent from time to time at its discretion in certificates of deposit of NationsBank having a maturity not be entitled to receive any interest thereonexceeding thirty (30) days. Such funds shall be promptly applied by the Administrative Agent to reimburse the any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit, provided, however, interest accrued on such funds shall remain in the Letter of Credit and associated issuance costs and feesCollateral Account to be used for reimbursement as set forth above. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 forty-five (45) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder or to issue Facility letters of Credit as a result of any Default (other than any Default as described in Sections 7.7 8.7 or 7.8 8.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, may direct the Administrative Agent shall, by notice to the Borrower, to rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. If any Default described in Sections 7.7 Section 8.7 or 7.8 8.8 occurs with respect to a Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender. If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrowerwaive. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 8.7 or 7.8 8.8 with respect to Borrowerthe Borrowers) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Borrowers, rescind and annul such acceleration and/or termination. If any Default described in Section 8.7 or 8.8 occurs with respect to a Borrower, both Borrowers will become immediately obligated, without any further notice, act or demand, to deposit with the Administrative Agent in immediately available funds, an amount equal to the LC Obligations outstanding at such time, as security for the Borrowers' obligations in respect to such LC Obligations. If any other Default occurs, both Borrowers will become immediately obligated, upon written notice from the Administrative Agent, either LC Issuer, or the Required Lenders that the Administrative Agent, such LC Issuer, or the Required Lenders have accelerated or intend to accelerate the maturity of the Obligations pursuant to Section 9.1, to deposit with the Administrative Agent in immediately available funds, an amount equal to the LC Obligations outstanding at such time, as security for the Borrowers' obligations in respect to such LC Obligations. The Borrowers hereby grant to the Administrative Agent for the benefit of the LC Issuers and the Lenders a security interest in any such funds.

Acceleration Waivers Amendments and Remedies. 8.1bc. Acceleration; Remedies . If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations under this Agreement and the other Loan Documents shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations under this Agreement and the other Loan Documents (such difference, the “Collateral Shortfall Amount”). If any other Event of Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans the Administrative Agent may, and (i) at the request of the Required Five-Year Revolving Lenders or Required 364-Day Revolving Lenders, at any time prior to the date that such Default has been fully curedas applicable, may permanently shall, terminate or suspend the obligations of the Five-Year Revolving Lenders or 364-Day Revolving Lenders to make Five-Year Revolving Loans or 364-Day Revolving Loans, as applicable, hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or (ii) at the request of the Required Lenders shall declare the Facility Obligations under this Agreement and the other Loan Documents to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) Obligations under this Agreement and the Facility Obligations other Loan Documents shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documentswaives. In addition to the foregoing, following the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so directaddition, the Administrative Agent may, and at the request of the Required Five-Year Revolving Lenders shall, by upon notice to Borrowerthe Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, rescind make demand on the Borrower to pay, and annul the Borrower will, forthwith upon such acceleration and/or terminationdemand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. . (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives waives, and (b) upon notice to the Company and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as directed shall from time to time have become due and payable by the Required Borrowers to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition to the foregoing. (iv) At any time while any Default is continuing, following the occurrence neither any Borrower nor any Person claiming on behalf of a Default and so long as or through any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrowers or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligations and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to Borrowerthe Borrowers) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. /Remedies. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders (including the Swing Line Lender) to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or 75 action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties (other than the Agent and the Lenders) and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Agent, upon the request of the Required Lenders, at any time prior to shall, or with the date that such Default has been fully curedconsent of the Required Lenders, may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to deposit (a “Funding Demand”), and the Borrower will forthwith upon such demand and without any further notice or act deposit with the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurred, the Administrative Agent, as directed by time while any Default is continuing with respect to which the Required Lenders (have made a Funding Demand, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to deposit, and the Borrower will, forthwith upon such demand and without any further notice or if no such direction is given within 30 days after a request for directionact, as deposit with the Administrative Agent deems the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) At any time following the acceleration of the Obligations pursuant to Section 8.1.1 (but subject to Section 2.20.13(iii)), the Agent, at the request of or with the consent of the Required Lenders, may at any time or from time to time after funds are deposited in its sole discretionthe Facility LC Collateral Account apply such funds to the payment of the Obligations. (iv) Except as provided in Section 2.20.13(iii), neither the Borrower nor any Person claiming on behalf of or through the Borrower shall, unless the Required Lenders shall use its good faith efforts otherwise consent, have any right to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and withdraw any Subsidiary Guarantor under of the Loan Documentsfunds held in the Facility LC Collateral Account. In addition to the foregoing, following Borrower’s right to request the occurrence return of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit excess cash in the Letter of Credit Facility LC Collateral Account cash pursuant to Section 2.20.13(iii), after all of the Obligations have been paid in an amount equal to full (other than contingent indemnification obligations) and the aggregate undrawn face amount of all outstanding Facility Letters of Revolving Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over Termination Date has occurred, any funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 8.1.2 In the event that the Obligations have been accelerated pursuant to Section 8.1.1, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied: FIRST, to the payment of all fees, reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in its capacity as such, the LC Issuers in their capacity as such, and the SwinglineSwing Line Lender in its capacity as such, ratably among the Agent, LC Issuers, and SwinglineSwing Line Lender in proportion to the respective amounts described in this clause “FIRST” owing to them; SECOND, to the payment of all fees, reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders in connection with enforcing the rights of the Lenders under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause “SECOND” owing to them;

Acceleration Waivers Amendments and Remedies. 8.1. Acceleration. If any Default described in Sections Section 7.6, 7.7 or 7.8 7.11 occurs with respect to either Borrower, the obligations of the Lenders to make Loans and to or issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and or issue Facility Letters of Credit hereunder, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documentswaives. In addition to the foregoing, following the occurrence and during the continuance of a Default and Default, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower Administrative Agent, the Borrowers shall deposit in an account (the "Letter of Credit Cash Collateral Account Account") maintained with First Chicago in the name of the Administrative Agent, for the ratable benefit of the Lenders and the Administrative Agent, cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Neither Borrower shall have no any control over funds in the Letter of Credit Cash Collateral Account and which funds shall not be entitled invested by the Administrative Agent from time to receive any interest thereontime. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank Issuer for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesCredit. Such funds, if any, remaining in the Letter of Credit Cash Collateral Account following the payment of all Facility Obligations in full or the earlier termination of all Defaults shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections Section 7.6, 7.7 or 7.8 7.11 with respect to either Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to BorrowerMidas, rescind and annul such acceleration and/or termination.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections Section 7.6 or Section 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer, or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount determined as set forth below in immediately available funds, which funds shall be held in the Facility LC Collateral Account. The Administrative Agent shall determine the difference of (i) the amount of LC Obligations at such time (other than LC Obligations with respect to Bank Guaranties), less (ii) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). The Borrowers will pay to the Administrative Agent, for deposit in the Facility LC Collateral Account, either (y) the Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or (z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the Parent. If any Default other Default occurs, so long as than a Default exists under Section 7.6 or Section 7.7 exists, the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (A) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower each of the Borrowers hereby expressly waives waives, and (iiB) if upon notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith upon demand (and without any automatic further notice or optional acceleration has occurredact), pay to the Administrative Agent either (y) the Collateral Shortfall Amount in the applicable Agreed Currency or Currencies or (z) an amount equal to 110% of the Dollar Amount of the Collateral Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the Parent, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent either (y) the Collateral Shortfall Amount in the best interests applicable (as determined by the Administrative Agent) Agreed Currency or Currencies or (z) an amount equal to 110% of the LendersDollar Amount of the Collateral Shortfall Amount (calculated as of the applicable Computation Date) in Dollars, as elected by the Parent, which funds shall be deposited in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoing, following the occurrence of a Default and so Facility LC Collateral Account. (c) So long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termsLC is outstanding, upon demand by the Required Lenders Borrower shall deposit amounts deposited in the Letter of Credit Facility LC Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower Account, if any, shall have no control over funds in the Letter of Credit Collateral Account and shall not only be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn payment of Reimbursement Obligations and LC Fees that are due and payable. If no Facility LC remains outstanding, and the Facility Termination Date has occurred or a Default is continuing, the Administrative Agent may apply the remaining amounts deposited in the Facility LC Collateral Account, if any, to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrowers to the Lenders or the LC Issuers under the Loan Documents. If, following the deposit of cash collateral pursuant to this Section 8.1, all Defaults are cured or waived and no Default is continuing, the remaining amounts deposited in the Facility Letters of Credit and associated issuance costs and fees. Such fundsLC Collateral Account, if any, shall be returned to the Borrowers to the extent such cash collateral is not otherwise expressly required under the terms of this Agreement. (d) At any time while any Default is continuing, neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Letter of Credit Facility LC Collateral Account following the payment of all Facility Obligations in full shall, unless shall be returned by the Administrative Agent is otherwise directed by a court of competent jurisdiction, to the Borrowers or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (e) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and the power of LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to any Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrowerthe Borrowers, rescind and annul such acceleration and/or terminationtermination and the Administrative Agent shall promptly release all or part of the cash collateral, as applicable, to the Borrowers to the extent such cash collateral is not otherwise required under the terms of this Agreement.

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (a) If any Default described in Sections 7.7 7(g) or 7.8 7(h) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue and Modify Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (iib) if upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any automatic further notice or optional acceleration has occurredact, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) If at any time while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (c) The Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or any LC Issuer under the Loan Documents. In addition to . (d) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from Borrower or paid to whomever may be legally entitled thereto at such time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed as ordered by a court of competent jurisdiction, be promptly paid over to Borrower. 12640621v 1 24740.0002 44 (e) If, within 10 fourteen (14) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue and Modify Facility LCs hereunder as a result of any Default (other than any Default as described in Sections 7.7 7(g) or 7.8 7(h) with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. (f) In the event the Obligations have been accelerated pursuant to this Section 8.1, or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account to of the Obligations and all net proceeds from the enforcement of the Obligations shall, subject to the provisions of Sections 2.18(i) and 2.22, be applied by the Administrative Agent as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees (other than Facility Fees and LC Fees payable to the Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the LC Issuers and the Swingline Lender under the Loan Documents, including attorney fees, ratably among the Lenders, the LC Issuers and the Swingline Lender in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid Facility Fees, LC Fees and interest on the Loans and Reimbursement Obligations, ratably among the Lenders, the Issuing Lenders and the Swingline Lender in proportion to the respective amounts described in this clause Third payable to them;

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. /Remedies. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders (including the Swing Line Lender) to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time minus (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties (other than the Agent and the Lenders) and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Agent, upon the request of the Required Lenders, at any time prior to shall, or with the date that such Default has been fully curedconsent of the Required Lenders, may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to deposit (a “Funding Demand”), and the Borrower will forthwith upon such demand and without any further notice or act deposit with the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurred, the Administrative Agent, as directed by time while any Default is continuing with respect to which the Required Lenders (have made a Funding Demand, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to deposit, and the Borrower will, forthwith upon such demand and without any further notice or if no such direction is given within 30 days after a request for directionact, as deposit with the Administrative Agent deems the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) At any time following the acceleration of the Obligations pursuant to Section 8.1.1 (but subject to Section 2.20.13(iii)), the Agent, at the request of or with the consent of the Required Lenders, may at any time or from time to time after funds are deposited in its sole discretionthe Facility LC Collateral Account apply such funds to the payment of the Obligations. 78 (iv) Except as provided in Section 2.20.13(iii)2.20.13(iii), neither the Borrower nor any Person claiming on behalf of or through the Borrower shall, unless the Required Lenders shall use its good faith efforts otherwise consent, have any right to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and withdraw any Subsidiary Guarantor under of the Loan Documentsfunds held in the Facility LC Collateral Account. In addition to the foregoing, following Borrower’s right to request the occurrence return of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit excess cash in the Letter of Credit Facility LC Collateral Account cash pursuant to Section 2.20.13(iii), after all of the Obligations have been paid in an amount equal to full (other than contingent indemnification obligations) and the aggregate undrawn face amount of all outstanding Facility Letters of Revolving Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over Termination Date has occurred, any funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. 8.1.2 In the event that the Obligations have been accelerated pursuant to Section 8.1.1, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied: FIRST, to the payment of all fees, reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in its capacity as such, the LC Issuers in their capacity as such, and the SwinglineSwing Line Lender in its capacity as such, ratably among the Agent, LC Issuers, and SwinglineSwing Line Lender in proportion to the respective amounts described in this clause “FIRST” owing to them; SECOND, to the payment of all fees, reasonable out of pocket costs and expenses (including reasonable attorneys’ fees) of the Lenders in connection with enforcing the rights of the Lenders under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause “SECOND” owing to them;

Acceleration Waivers Amendments and Remedies. 8.1. 8.1 Acceleration. ; Facility LC Collateral Account. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate terminate, and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) (i) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or (ii) declare the Facility Obligations to be due and payable, or (iii) both, whereupon if whereupon, in the Required Lenders elected to accelerate case of clause (iii) or (iii), the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount at such time is greater than zero, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the best interests Facility LC Collateral Account. (iii) At any time while any Default has occurred and is continuing, the Administrative Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Borrower or paid to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuer to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Sections Section 7.6 or 7.7 or 7.8 with respect to the Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.