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. 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. 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. AccelerationAcceleration . 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 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 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 the 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 the 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. The 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 the 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 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 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. 8.1bc. 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. 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 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 Designated 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. 8.18.1 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; 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 (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 Company 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 the Borrowers 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. AccelerationAcceleration . 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 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 (i) if the Required Lenders have elected to accelerate (i) accelerate, 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 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, until receipt of a subsequent direction from the Required Lenders), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by the Borrower and any Subsidiary Guarantor under the Loan DocumentsDocuments and to exercise all other rights and remedies available under applicable law. In addition to the foregoing, following the occurrence of a an Unmatured 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 the 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. The 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 the 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 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. 8.18.1 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. 8.18.1 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; 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 (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; 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. 8.1. 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. 8.1. 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 (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; 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. 8.18.1 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. 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.