Common use of Acceleration Clause in Contracts

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. If Subject to Clauses 27.19 (Vanilla Clean-up Period) and 27.20 (Baseball Clean-up Period) below, upon the occurrence of an Event of Default and while the same is continuing at any Default described in Sections 7.7 or 7.8 occurs with respect to Borrowertime thereafter, the obligations Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to the Company: (a) declare all or any part of the Lenders Outstandings to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall be immediately become due and payable without (whereupon the same shall become so payable together with accrued interest thereon and any election other sums then owed by any Obligor under the Finance Documents) or action on the declare all or any 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 Outstandings to be due and payable, or bothpayable on demand of the Facility Agent; and/or (b) require the Borrowers to procure that the Outstanding L/C Amount under each Documentary Credit is and all Ancillary Facility Outstandings are promptly reduced to zero and/or provide cash collateral therefor by deposit in such interest bearing account as the Facility Agent may specify for each Documentary Credit/Ancillary Facility in an amount specified by the Facility Agent and in the currency of such Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater than the amount outstanding under such Documentary Credit/Ancillary Facility; and/or (c) declare that any unutilised portion of the Facilities shall be cancelled, whereupon if the Required Lenders elected same shall be cancelled and the corresponding Commitments of each Lender shall be reduced to accelerate zero; and/or (id) exercise or direct the Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Obligations Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders may be entitled; provided that, notwithstanding anything to the contrary contained above in this Clause 27.18, upon the occurrence of any Event of Default listed in Clauses 27.9 (Similar Events) or 27.21 (US Obligors) in relation to any US Obligor, all or any part of the Outstandings shall become be immediately due and payablepayable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by any Obligor under the Finance Documents), without presentment, demand, protest any unutilised portion of the Facilities shall be immediately cancelled and the corresponding Commitments of each Lender shall be reduced to zero and the Facility Agent may exercise or notice of direct the Security Trustee to exercise any kind, all of rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurredthe Facility Agent, the Administrative Agent, as directed by the Required Lenders (Security Trustee 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 terminationmay be entitled.

Acceleration. If any Default described in Sections 7.7 or 7.8 occurs with respect to Borrower, the obligations An Acceleration Event shall occur under this Note under each of the Lenders following two circumstances. (i) An Acceleration Event shall occur on the first date during the continuance of an Event of Default on which the sum of all payments of interest and principal made by the Maker under this Note is less than the interest that would have accrued under the Note through such date had the Note been a balloon note with no required payments until the date of maturity. Such an Acceleration Event shall be referred to make Loans as a Payment Acceleration Event. (ii) An Acceleration Event shall also occur on the date on which the Creditor delivers a notice to Maker that Creditor believes, in good faith, that at such time the prospect of Creditor receiving full payment when due of all amounts owing under this Note is impaired. Such an Acceleration Event shall be referred to as an Impairment Acceleration Event. After the occurrence of an Acceleration Event, all of the indebtedness evidenced by this Note and all other obligations then owing by Maker to issue Facility Letters of Credit hereunder the Creditor shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on unless Maker cures the part Acceleration Event in the time and manner provided below. The Maker may cure a Payment Acceleration Event by paying all amounts of interest and principal due as of the Administrative Agent Payment Acceleration Event within one hundred eighty days (180) days after the date of the Payment Acceleration Event. The Maker may cure an Impairment Acceleration Event within one hundred eighty days (180) days after the Impairment Acceleration Event by making such payments, posting such additional security or any Lendercollateral, or taking similar actions, so that the Creditor delivers a notice to Maker that Creditor no longer believes, in good faith, that the prospect of Creditor receiving full payment when due of all amounts owing under this Note is impaired. If any other Default occursa voluntary or involuntary case in bankruptcy, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lendersreceivership, or insolvency is at any time prior to the date begun by or against Maker (except an involuntary bankruptcy petition that is dismissed within sixty days of its filing), then all 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 indebtedness shall automatically 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. 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 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 each 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 applicable LC Collateral Account, equal to the excess of the amount of Letter of Credit Obligations of such Borrower at such time over the amount on deposit in such 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 the Administrative Agent may with the consent, or shall have no obligation to make any Loans and at the request, 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 Issuer 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 each Borrower hereby expressly waives waives, and (iiy) if 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 each applicable 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 for such Borrower, 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 applicable 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 7.6 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 termination.

Acceleration. (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 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 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 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 Borrower the Borrowers hereby expressly waives waive, and (b) 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 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 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 thirty (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 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 termination.

Acceleration. 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. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to a Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, to the Company) shall automatically terminate and the Facility Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, of the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuing Bank or any Lender. If any other Default occursoccurs with respect to a Borrower, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent at the direction 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 and of the Issuing Banks to issue Letters of Credit hereunder and to such Borrower, or declare the Facility Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon if the Required Lenders elected Obligations of such Borrower (and, in the case of a Default with respect to accelerate (ithe Borrowing Subsidiary, of the Company) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Borrowerwaives. 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 of the Issuing Banks to issue Letters of Credit 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 such 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 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 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 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 act pay to 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 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. (i) 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 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 Secured Obligations (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 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 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 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) While an Event of Default 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, Secured 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 Facility LCs 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 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 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 by paid to the Administrative Agent or paid 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, 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 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 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. 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 (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) 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 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. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerany Credit Party, the obligations of the Lenders to make Revolving 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 Secured 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 the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (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 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 Secured Obligations to be due and payable, or both, whereupon if whereupon, in the Required Lenders elected to accelerate (i) case of a termination, 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 and/or (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 terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal act 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. If any Default described in Sections 7.7 Section (f) or 7.8 (g) of Article VII occurs with respect to any 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 each 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 applicable LC Collateral Account, equal to the excess of the amount of the LC Exposure with respect to such Borrower at such time over the amount on deposit in such 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 the Administrative Agent may with the consent, or shall have no obligation to make any Loans and at the request, 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 each Borrower hereby expressly waives waives, and (iiy) if 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 each applicable 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 for such Borrower, 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 applicable 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 (f) or 7.8 (g) of Article VII 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 termination.

Acceleration. If Upon the occurrence of an Event of Default and while the same is continuing at any Default described in Sections 7.7 or 7.8 occurs with respect to Borrowertime thereafter, the obligations Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to the Company: (a) declare all or any part of the Lenders Outstandings to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall be immediately become due and payable without (whereupon the same shall become so payable together with accrued interest thereon and any election other sums then owed by any Obligor under the Relevant Finance Documents) or action on the declare all or any 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 Outstandings to be due and payable, or bothpayable on demand of the Facility Agent; and/or (b) require the Borrowers to procure that the Outstanding L/C Amount under each Documentary Credit is and all Ancillary Facility Outstandings are promptly reduced to zero and/or provide cash collateral therefor by deposit in such interest bearing account as the Facility Agent may specify for each Documentary Credit/Ancillary Facility in an amount specified by the Facility Agent and in the currency of such Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater than the amount outstanding under such Documentary Credit/Ancillary Facility; and/or (c) declare that any unutilised portion of the Facilities shall be cancelled, whereupon if the Required Lenders elected same shall be cancelled and the corresponding Commitments of each Lender shall be reduced to accelerate zero; and/or (id) exercise or direct the Security Trustee to exercise any rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Obligations Agent may specify) to which the Facility Agent, the Security Trustee or the Lenders may be entitled, provided that, notwithstanding anything to the contrary contained above in this Clause 27.17, upon the occurrence of any Event of Default listed in Clause 27.9 (Similar Events) or Clause 27.19 (US Obligors) in relation to any US Obligor, all or any part of the Outstandings shall become be immediately due and payablepayable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by any Obligor under the Relevant Finance Documents), without presentment, demand, protest any unutilised portion of the Facilities shall be immediately cancelled and the corresponding Commitments of each Lender shall be reduced to zero and the Facility Agent may exercise or notice of direct the Security Trustee to exercise any kind, all of rights and remedies (including any right to demand cash collateral by deposit in such interest-bearing account as the Facility Agent may specify) to which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurredthe Facility Agent, the Administrative Agent, as directed by the Required Lenders (Security Trustee 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 terminationmay be entitled.

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. (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 and Aggregate Term Loan Commitment have 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. (a) If any Event of Default described in Sections 7.7 Section 8.1(f) or 7.8 Section 8.1(g) occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power 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 either Agent, the Issuing Bank 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 LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time less (y) the amount or any Lenderdeposit 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 (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 Issuing Bank 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 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 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 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 LC Collateral Account. (c) The Agents may at any time or from time to time after funds are deposited in the LC Collateral Account, subject to the terms of the LendersIntercreditor Agreement, in its sole discretion), shall use its good faith efforts apply such funds to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower the payment of the 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 Issuing Bank under the Loan Documents. In addition to . (d) 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 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 Revolving Loan 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 LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shallCollateral Agent to the Borrower or paid to whomever may be legally entitled thereto at such time, unless including pursuant to the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. Intercreditor Agreement. (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 obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Sections 7.7 Section 8.1(f) or 7.8 Section 8.1(g) 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) All proceeds from each sale of, or other realization upon, all or any part of the Collateral during the existence of an Event of Default shall be applied pursuant to, and in accordance with, the Pledge and Security Agreement.

Acceleration. 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 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 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. (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 terminate, and the Facility Obligations (including the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, either LC Issuer or any Lender. 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 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 such obligations of the Required Lenders elected to accelerate (i) and such obligation and power of the Facility LC Issuers shall be terminated or suspended and/or the 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 waives. (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 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs 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. If On and at any time after the occurrence of an Event of Default described which is continuing and in Sections 7.7 or 7.8 occurs with respect of which the Majority Participating Creditors have authorised the taking of such action, each Participating Creditor may, in relation to Borrowerany Facility to which it is a party, subject to the obligations provisions of the Lenders relevant Existing Finance Documents by notice to make Loans the Parent: (a) cancel any commitments and to issue reduce any Facility Letters of Credit hereunder shall automatically terminate and the Limit under that Facility Obligations whereupon they shall immediately become due be cancelled and payable without any election reduced; and/or (b) declare that all or action on the part of the Administrative Agent or any Lender. If any Participating Creditors’ Exposures under that Facility, together with accrued interest, and all other Default occurs, so long as a Default exists Lenders shall have no obligation amounts accrued under the Finance Documents relating 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 immediately due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations at which time they shall become immediately due and payable, payable without presentment, demand, protest or other notice of any kind, all of which Borrower are hereby expressly waives and waived; and/or (iic) if any automatic declare that all 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 part of the LendersParticipating Creditors’ Exposures under that Facility be payable on demand, in its sole discretion), whereupon they 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 immediately become payable on demand by the Required Lenders Borrower shall deposit relevant Creditor’s Representative without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; and/or (d) make demand on any Guarantor under this Agreement or the Existing Finance Documents relating to that Facility in respect of amounts due and payable under or in connection with that Facility without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; and/or (e) subject to the Intercreditor Agreement (including the requirements of Clause 6.2 (Enforcement Instructions) thereof), exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in the Letter case of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount Event of all outstanding Facility Letters of Credit and all fees and other amounts due Default under Clauses 26.6 (Insolvency) 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 Clause 26.7 (other than any Default as described in Sections 7.7 or 7.8 Insolvency proceedings) with respect to Borrower) an Obligor, all commitments shall be cancelled automatically and before any judgment or decree for the payment immediately each Facility Limit will be reduced to zero automatically and immediately and all Exposures of the Facility Obligations Participating Creditors under the Facilities (together with accrued interest and all other amounts accrued under the Finance Documents) shall become due shall have been obtained and payable automatically and immediately without presentment, demand, protest or enteredother notice of any kind, 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 terminationwhich are hereby expressly waived.

Acceleration. If any Default described in Sections 7.7 or 7.8 occurs with respect In case of occurrence of Event of Failure to Borrower, the obligations of the Lenders to make Loans perform 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 after occurrence of any Event of Failure to perform which continues: (a) The Credit Agent, upon having received the Decision of the Majority of Creditors, is obliged send the notification to the date that such Default has been fully curedBorrower, 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 in which he: (i) will express refusal of the Facility Obligations shall become immediately due Creditors to grant money funds within the Cumulative Limit of Crediting (including the Amount subject to be rendered by the Creditors if they avail such Amount at the corresponding moment of time) then the obligation of Creditors for rendering of the Credit to the Borrower ceases; and payable, without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives and (or) (ii) if any automatic or optional acceleration has occurred, will state the Administrative Agent, as directed by requirement of Creditors to 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 Borrower about immediate early repayment of the Lenders, in Outstanding Credit or its sole discretion), shall use its good faith efforts to collectany part, including without limitationthe added interest, by filing and diligently pursuing judicial action, all amounts owed by Borrower commission fees 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 to the Parties of Financing under the Financial Documents; and (or) (iii) will notify the Borrower of the fact that the Creditors are informed on the Event of Failure to Perform and reserve the right to demand immediate early repayment from the Borrower of the Outstanding Credit or its any part, including the added interest, commission fees and any other amounts due to the Parties of Financing under the Financial Documents; and (or) (iv) will notify the Borrower that Creditors reserve the right to levy execution upon the property which may become due with respect thereto. Borrower shall have no control over funds is a subject of pledge under the Security Agreements, or to claim based on the Independent Warranties. (b) The Creditors levy execution on the subject of pledge as per the procedure stipulated in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereoncorresponding Security Agreement. Such funds shall be promptly applied The property received by the Administrative Agent to reimburse Creditors in result of execution levied on the Issuing Bank for drafts drawn from time to time subject of pledge under the Facility Letters Agreements on Security shall come into the participatory share property of Credit and associated issuance costs and fees. Such funds, if any, remaining the Creditors in the Letter amount corresponding to their Proportional Shares. (c) The money funds received by the Creditors in result of Credit Collateral Account following execution levied on the payment property being a subject of all Facility Obligations pledge under Agreements on Security and (or) its subsequent sale in full shallcompliance with section (b) above, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days and remained after acceleration reimbursement 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) Creditors and before any judgment or decree Credit Agent expenditures for the such execution and payment of the Facility Obligations due other obligatory payments shall have been obtained or entered, all be charged into the Account of the Lenders (Credit Agent and then shall be distributed by the Credit Agent between the Creditors according to their Proportional Shares. For the purposes of the present Article 21.18 it shall be considered that the event of Failure to perform shall continue as from the time of occurrence of such event till the moment of obtaining by the Borrower of the notification from the Credit Agent in respect of that the Majority of Creditors agree not to exercise their sole discretion) shall so direct, rights stipulated in the Administrative Agent shall, by notice to Borrower, rescind and annul present Article 21.18 with reference of occurrence of such acceleration and/or terminationevent or circumstance.

Acceleration. If any Event of Default described in Sections 7.7 or 7.8 occurs with respect to BorrowerSection 10.10 hereof occurs, the obligations obligation of the Lenders to make Loans Advances 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 Lenderpayable. If any other Event of Default described in Article X hereof occurs, so long as a Default exists Lenders shall have no such obligation to make any Loans Advances and to issue Facility Letters of Credit shall be terminated and at the election of the Required Lenders, at any time prior to the date that such Default has been fully cured, Obligations may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations be declared 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 an Event of 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 Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of JPMCB 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 Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesto pay any fees or other amounts due with respect thereto. 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 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. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerany Loan Party, the obligations of the Lenders to make Revolving 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 the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (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 occursshall be 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 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 whereupon, in the Required Lenders elected to accelerate (i) case of a termination, 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/or (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 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. After all of Credit Collateral Account and shall not be entitled the Obligations have been paid in full in cash (or, with respect 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 Reimbursement Obligations, the Facility Letters of Credit LCs have been returned and associated issuance costs cancelled or back-stopped to the Agent’s reasonable satisfaction) and fees. Such fundsthe Aggregate Commitment has been terminated, if any, any funds 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 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 Section 7.6 or 7.7 or 7.8 with respect to Borrowerany Loan 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.

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 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 or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, 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 (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 outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account 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 Default occurs, so long as than a Default exists Lenders shall have no obligation described in Section 7.6 or 7.7, and subject to make any Loans and Section 4.6), (i) 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 Loans, the Commitments and the obligation of the Issuers to 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 (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 (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 directionmay, as upon notice delivered to the Administrative Agent deems Borrowers with outstanding Facility Letters of Credit 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 the occurrence of a Default make demand on each such Borrower to deliver (and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termseach 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 shall deposit 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 cash in 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 aggregate undrawn face amount of all outstanding Facility Letters Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and all fees 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.

Acceleration. 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 participate in Facility Letters of Credit hereunder, and the obligation of the Issuer to issue Facility Letters of Credit hereunder 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 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 Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) (i) may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and to purchase participation in Facility Letters of Credit hereunder, (ii) may terminate or suspend the obligations of the Issuer to issue Facility Letters of Credit hereunder, and/or (iii) 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 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 Borrowerwaives. If, within 10 15 days after (x) acceleration of the maturity of the Obligations, (y) termination of the obligations of the Issuer to issue Facility Obligations Letters of Credit hereunder or (z) 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 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. If any Event of Default described in Sections 7.7 or 7.8 occurs with respect to BorrowerSection 10.10 hereof occurs, the obligations obligation of the Lenders to make Loans Advances 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 Lenderpayable. If any other Event of Default described in Article X hereof occurs, so long as a Default exists Lenders shall have no such obligation to make any Loans Advances and to issue Facility Letters of Credit shall be terminated and at the election of the Required Lenders, at any time prior to the date that such Default has been fully cured, Obligations may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations be declared 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 an Event of 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 Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of Bank One 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 Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesto pay any fees or other amounts due with respect thereto. 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 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. 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. (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 Secured 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. With respect to Facility LCs, the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay 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 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 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 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 (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 terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal act 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. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrower, Guarantor or any of Borrower’s Subsidiaries, the obligations commitments of the Lenders to make Loans make, renew or convert Advances and to participate in Letters of Credit, and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including, without limitation, the obligation to deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) 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. If any other Default occurs, so long as a Default exists then upon the declaration of the Required Lenders shall have no obligation to make any Loans and or the Administrative Agent at the direction of 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 make, renew or convert Advances and declare to participate in Letters of Credit, and the Facility obligation and power of the LC Issuer to issue Letters of Credit under this Agreement shall terminate and the Obligations (including, without limitation, the obligation to be deposit with the Administrative Agent a sum equal to the aggregate face amount of the outstanding Letters of Credit pursuant to Section 8.3 hereof) shall immediately become due and payable. In either event, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, 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 Borrowerwaives. 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 to participate in Letters of Credit and the obligation and power of the LC Issuer to issue Letters of Credit 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 Borrower, Guarantor or any of Borrower’s Subsidiaries) 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Event of Default described in Sections 7.7 Section 10.10 hereof occurs, or 7.8 occurs with respect to Borrowerthe Borrower or the General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans Borrowings 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 presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part of the Administrative Agent or any LenderBorrower. If any other Event of Default occursdescribed in Article X hereof occurs and is continuing, so long as a Default exists Lenders shall have no obligation to make any Loans and the Administrative Agent, with the consent of the Required Lenders, may, and at any time prior the request of the Required Lenders shall, by notice to the date that such Default has been fully curedBorrower, may permanently take either or both of the following actions, at the same or different times: (i) terminate the obligations Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Lenders to make Loans hereunder and declare the Facility Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which Borrower are hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waived 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 of a an Event of 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 LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to the Borrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all outstanding Facility Letters of Credit and all fees and other amounts due Defaults have been cured or which may become due with respect theretowaived. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of ▇▇▇▇▇ 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 Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesto pay any fees or other amounts due with respect thereto. 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 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. If any Default described in Sections 7.7 Section 8.5 or 7.8 8.6 occurs with respect to Borrowerthe Borrower or the Company, the obligations of the Lenders to make Loans hereunder and the obligations of the Lenders to issue issue, amend or extend any Facility Letters Letter 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 written 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 of any Lender to issue, amend or extend any Facility Letter 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 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 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 Borrowerwaives. 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 of the Issuing Bank(s) to issue, amend or extend Facility Letters of Credit hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 8.5 or 7.8 8.6 with respect to Borrowerthe Borrower or the 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 the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections Section 7.7 or 7.8 occurs with respect to BorrowerGPLP or Owner, 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 collectcollect all amounts owed by the Borrower and Parent Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, 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 Section 7.7 or 7.8 with respect to BorrowerGPLP or Owner) 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. If Upon occurrence of an “Event of Default” as defined in any Default described of the Loan Documents and in Sections 7.7 or 7.8 occurs accordance with respect to Borrowerthe terms of the Credit Agreement, the Agent may, without notice to any Guarantor, cause the obligations and liabilities 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 Borrower to the date that such Default has been fully curedGuarantied Parties, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be due and payable, whether or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become not then immediately due and payable, without presentmentto become immediately due and payable hereunder as to the Borrower or as to any Guarantor, demandand the Agent, protest or notice for the benefit of the Guarantied Parties, shall thereupon be entitled to enforce the Obligations of the Borrower under the Loan Documents and of any kindGuarantor hereunder. In the event that the Agent and/or any other Guarantied Party shall be stayed or otherwise precluded by any law or rule, all or any order of which Borrower any court, from declaring or causing such Obligations or liabilities to become immediately due and payable with respect to the Borrower, each Guarantor hereby expressly waives and (ii) if any automatic or optional acceleration has occurredagrees, to the fullest extent permitted by law, that for purposes of this Guaranty, the Administrative Agent, as directed Agent may nevertheless cause such Obligations and liabilities to become immediately due and payable by the Required Lenders (or if no such direction is given within 30 days after a request for directionGuarantor by notice to such effect to such Guarantor and such Guarantor shall thereupon pay all Guaranteed Obligations in full or, as the Administrative Agent deems in and Required Lenders may direct, at the best interests of Agent’s and Required Lender’s sole option, purchase all Guaranteed Obligations (without recourse) by paying 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 full amount thereof to the foregoing, following the occurrence of a Default Lenders in cash and so long as any Facility Letter of Credit has not been fully drawn executing documentation acceptable to Agent 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 terminationLenders.

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowera Borrower or, in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC), the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Facility Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuing Bank or any Lender. If any other Default occursoccurs with respect to a Borrower or, so long as a in the case of the Company, any of its Subsidiaries (other than Project Finance Subsidiaries or Non-Material Subsidiaries or an SPC to the extent excluded from such Default exists by the provisions of Article VII), 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 and of the Issuing Banks to issue Letters of Credit hereunder and to such Borrower, or declare the Facility Obligations of such Borrower (and, in the case of a Default with respect to the Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon if the Required Lenders elected Obligations of such Borrower (and, in the case of a Default with respect to accelerate (ithe Borrowing Subsidiary, of the Company) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Borrowerwaives. 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 of the Issuing Banks to issue Letters of Credit 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 such 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (i) 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 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 Secured Obligations (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 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 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 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) While an Event of Default 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, Secured 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 Facility LCs 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 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 Secured Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Revolving Loan Commitment and Aggregate Term Loan Commitment have 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 paid to the payment of all Facility Obligations in full shall, unless the Administrative Collateral Agent is otherwise directed by a court of competent jurisdiction, 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 and power of the LC Issuer 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 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. If any Default described in Sections 7.7 Section 8.6 or 7.8 8.7 occurs with respect to the Borrower, the obligations of the Lenders to make Revolving Credit 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 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 Revolving Credit Loans hereunder and and/or issue 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 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 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 canceled or expired by its terms, upon demand by the Agent (which demand shall be made upon the request of the Required Lenders Lenders), the Borrower shall deposit in an account (the “Letter of Credit Cash Collateral Account Account”) maintained with JPMorgan Chase Bank in the name of the Agent, for the ratable benefit of the Lenders and the Agent, cash or Cash Collateral Investments in an amount necessary to make the balance in such account 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. Following the occurrence and during the continuance of a Default, the Borrower shall have no control over funds deposited in the Letter of Credit Cash Collateral Account and pursuant to this Section, which funds shall be invested by the Agent from time to time in its discretion in certificates of deposit of JPMorgan Chase Bank 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 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 thirty (30) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Revolving Credit Loans and/or issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Sections 7.7 Section 8.6 or 7.8 8.7 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. If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Parent or 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 Event of 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 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 the Borrower hereby expressly waives and (ii) if any automatic or optional waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration has occurredpursuant to this paragraph, the Administrative Agent, as directed Borrower shall at such time deposit in a cash collateral account opened 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 then undrawn face and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all outstanding Facility such 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 expired or been fully drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such fundsupon, if any, remaining in shall be applied to repay other obligations of the Letter Borrower hereunder and under the other Loan Documents. After all such Letters of Credit Collateral Account following shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the payment of all Facility Obligations Borrower hereunder and under the other Loan Documents shall have been paid in full shallfull, unless the Administrative Agent is otherwise directed by a court of competent jurisdictionbalance, if any, in such cash collateral account shall be promptly paid over returned to Borrowerthe Borrower (or such other Person as may be lawfully entitled thereto). 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 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 Parent or 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. (a) If any an Event of Default described in Sections 7.7 or 7.8 occurs with respect to Borrowerany Obligor or any Subsidiary described in Section 12(h) or Section 12(i) has occurred, all the obligations of the Lenders to make Loans Notes and to issue Facility Letters of Credit hereunder other Indebtedness then outstanding 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. (b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time, at its or their option, by notice or notices to the Company, declare all the Notes and other Indebtedness then outstanding to be immediately due and payable. (c) If any Event of Default described in Sections 12(a) or 12(b) has occurred and is continuing, the Required Holders of Notes at the time outstanding affected by such Events of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. (d) Upon any Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon, plus all fees, expense reimbursement obligations and other Indebtedness and other obligations of each Obligor and each Guarantor accrued hereunder and under the Notes and the other Note Documents, shall all be immediately due and payable, in each and every case without presentment, demand, protest or notice of any kindfurther notice, all of which Borrower are hereby expressly waives and waived. (iie) 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 All proceeds received by the Administrative Agent after maturity of the Notes, whether by acceleration or otherwise, shall be applied: (i) first, to reimburse payment or reimbursement of that portion of the Issuing Bank for drafts drawn from time Indebtedness constituting fees, expenses and indemnities payable 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 in its capacity as such; (ii) second, pro rata to payment or reimbursement of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration that portion of the maturity Indebtedness constituting fees, expenses and indemnities payable to the Holders; (iii) third, pro rata to payment of accrued interest on the Notes; (iv) fourth, pro rata to payment of principal outstanding on the Notes; (v) fifth, pro rata to any other Indebtedness; and (vi) sixth, any excess, after all 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 Indebtedness shall have been obtained indefeasibly paid in full in cash, shall be paid to the Company or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, as otherwise required by notice to Borrower, rescind and annul such acceleration and/or terminationany Governmental Requirement.

Acceleration. If any Event of Default described in Sections 7.7 Section 8.7 or 7.8 8.8 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 Event of Default occurs, so long as a an Event of Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time prior to the date that such Event of 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 Upon the forty-fifth (45th) day prior to the foregoing, following the occurrence of a Default and Facility Termination Date 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. In addition to the foregoing, following the occurrence of an Event of 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 Administrative Agent 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 Lender 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 Event of Default (other than any Event of Default as described in Sections 7.7 Section 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 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. If any Default described in Sections Section 7.7 or 7.8 occurs with respect to Borrowerthe Borrowers, 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 the Borrowers hereby expressly waives waive 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 Borrower and any Subsidiary Guarantor the Borrowers under the Loan Documents. 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 Borrower the Borrowers 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 The Borrowers 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 Borrowerthe Borrowers. 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 a 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 Borrowerthe Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any Default described in Sections Section 7.6 or 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 (i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuers to issue Facility Letters of Credit shall automatically terminate and the 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 either Agent or any Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, 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 (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 outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties (other than the Agents 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 Section 7.6 or 7.7), (i) the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans and the obligation of the Issuers to 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 (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 (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 directionmay, as upon notice delivered to the Administrative Agent deems Borrowers with outstanding Facility Letters of Credit 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 the occurrence of a Default make demand on each such Borrower to deliver (and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termseach 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, 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 shall deposit 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 cash in 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 aggregate undrawn face amount of all outstanding Facility Letters Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and all fees 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 no control over 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, 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) 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 terminationfunds.

Acceleration. If any Upon the occurrence and continuation of an Event of Default, except for an Event of Default described in Sections 7.7 or 7.8 occurs with respect to Borrowerclause (f) of Section 8.01, the obligations Trustee may (and if requested by the Holders of not less than a majority in aggregate principal amount of Senior Indebtedness (or if no Senior Indebtedness is then Outstanding, of Senior Subordinate Indebtedness) then Outstanding shall) by written notice to the Authority, declare the entire unpaid principal of the Lenders to make Loans Bonds due and to issue Facility Letters payable and, thereupon, the entire unpaid principal of Credit hereunder the Bonds shall automatically terminate and the Facility Obligations shall immediately forthwith become due and payable without payable. Upon any election or action such declaration, on the part first Business Day of each month, 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 Trustee (i) shall pay to the Facility Obligations shall become immediately due and payableAuthority, without presentment, demand, protest or notice an amount of any kind, all Authority Revenues equal to the amount set forth in the applicable Annual Budget prepared in accordance with Section 7.02(g) to pay Current Expenses of which Borrower hereby expressly waives the Systems for such month and (ii) if any automatic or optional acceleration has occurredshall pay to the Holders of the Bonds and Other System Indebtedness, but only from the remaining Authority Revenues and other moneys herein specifically pledged for payments of Bondholders, 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 entire unpaid principal 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 fundspremium, if any, remaining in and accrued interest on the Letter of Credit Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by Bonds and Other System Indebtedness. If at any time after such 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) declaration and before any the entry of a final judgment or decree for in any suit, action or proceeding instituted on account of such default or before the payment completion of the Facility Obligations due shall enforcement of any other remedy under this Agreement, the principal of all Bonds and Other System Indebtedness that have matured or been called for redemption pursuant to any sinking fund provision and all arrears of interest have been obtained or enteredpaid and any other Events of Default which may have occurred have been remedied, all of then the Lenders (in their sole discretion) shall so direct, the Administrative Agent shallTrustee may, by written notice to Borrowerthe Authority, rescind and or annul such acceleration and/or terminationdeclaration and its consequences. No such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Senior Subordinate Indebtedness may not be accelerated if any Senior Indebtedness is Outstanding. Subordinate Indebtedness may not be accelerated if any Senior Indebtedness or Senior Subordinate Indebtedness is Outstanding.

Acceleration. 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 collectcollect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, including without limitation, 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 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. (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 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 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 or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit 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 outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties (other than the 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 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), (i) 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 and the obligation of the Issuers to 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 (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 (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 directionmay, as upon notice delivered to the Administrative Agent deems Borrowers with outstanding Facility Letters of Credit 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 the occurrence of a Default make demand on each such Borrower to deliver (and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termseach 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 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, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower shall deposit will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds to be deposited and held in the Letter of Credit Collateral Account cash in an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Agent may at any time or from time to time after funds are deposited in the aggregate undrawn face amount of all outstanding Facility Letters Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and all fees 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 or upon the request of the Company if no control over Default has occurred and is continuing, any funds remaining in the Letter of Credit Collateral Account shall be returned by the Agent to the applicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords its own property, it being understood that the Agent shall not be entitled have any responsibility for taking any necessary steps to receive preserve rights against 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 Persons 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 terminationfunds.

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to a Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Facility Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuing Bank or any Lender. If any other Default occursoccurs with respect to a Borrower, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent at the direction 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 and of the Issuing Banks to issue Letters of Credit hereunder and to such Borrower, or declare the Facility Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon if the Required Lenders elected Obligations of such Borrower (and, in the case of a Default with respect to accelerate (ithe Borrowing Subsidiary, of the Company) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Borrowerwaives. 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 of the Issuing Banks to issue Letters of Credit 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 such 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections 7.7 SECTION 8.7 or 7.8 8.8 occurs with respect to Borrowerthe Borrower or any Subsidiary or Qualifying 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 occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans 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 or expired by its terms, upon demand by the Administrative Agent or the Required Lenders Lenders, 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 Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not be entitled to receive any interest thereonexceeding 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 and associated issuance costs and feesCredit. 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 SECTION 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 may direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 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 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 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 or suspend the obligations of the Lenders to make Loans 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 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 Administrative Agent, 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 Account, which funds will be entitled to receive any interest thereon. Such funds shall be promptly applied invested 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 feesCredit. 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 or to issue Facility Letters of Credit 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. If any Default described in Sections 7.7 Section 8.7 or 7.8 8.8 occurs with respect to the Borrower, the Commitments and all other 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 LenderLender and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans the Administrative Agent may, and will if directed by the Required Lenders, at any time prior to terminate or suspend the date that such Default has been fully cured, may permanently terminate the Commitments and all other obligations of the Lenders to make Loans hereunder and to issue Facility Letters of Credit, whereupon (in the case of termination) the Commitments shall terminate, 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 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 Administrative Agent (which Administrative Agent agrees to make if requested to by the applicable Required Lenders Lenders) and automatically upon the occurrence of any Default described in Section 8.7 or 8.8 the Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to 100% of 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 The 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 subject to the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters provisions 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 BorrowerSection 3.14 hereof. 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 to issue Facility Letters of Credit 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 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. If any Default described in Sections 7.7 Section 8.7 or 7.8 8.8 occurs with respect to Borrowerthe Borrower or any Subsidiary or Qualifying Investment Affiliate or Special Qualifying 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 occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans 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 or expired by its terms, upon demand by the Administrative Agent or the Required Lenders Lenders, 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 Administrative Agent from time to time at its discretion in certificates of deposit of Bank One, NA having a maturity not be entitled to receive any interest thereonexceeding 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 and associated issuance costs and feesCredit. 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 Section 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 may direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections 7.7 or 7.8 occurs The Agent may with respect to Borrower, the obligations consent of the Lenders Majority Banks and if so requested by the Majority Banks shall, without prejudice 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 other rights 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 LendersBanks, at any time prior to after the date that such Default has been fully cured, may permanently terminate the obligations happening 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 an Event 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 the same is continuing, unremedied or unwaived by notice to the Original Borrower declare that: 14.2.1 the obligation of each Bank to make its Commitment available shall be terminated, whereupon the Total Commitments shall be reduced to zero forthwith; and/or 14.2.2 all or any Facility Letter outstanding Advances and all or any interest and commitment commission accrued and all or any other sums payable under this Agreement have become immediately due and payable or have become due and payable on demand, whereupon the same shall, immediately or in accordance with the terms of Credit has not been fully drawn such notice, become so due and has not been cancelled payable; and/or 14.2.3 the Security Documents (or expired by its terms, upon any of them) have become enforceable whereupon the same shall become enforceable; and/or 14.2.4 demand by cash cover in Dollars (and/or any relevant Optional Currencies) from the Required Lenders Original Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount Undrawn Face Amount (plus any interest or costs for which the Working Capital Bank is liable) of all outstanding Facility Letters Bank Guarantees; and/or 14.2.5 negotiate (having regard to the interests of Credit and all fees and other amounts due the Borrowers but without prejudice to its liability) with any beneficiary any compromise, release, reduction or which may become due with retirement of the liability of the Working Capital Bank in respect thereto. Borrower shall have no control over funds in of the Letter of Credit Collateral Account and shall not be entitled to receive Undrawn Face Amount (plus any interest thereon. Such funds or costs for which the Working Capital Bank is liable) of any Bank Guarantee and any payment made by the Working Capital Bank pursuant to the same shall be promptly applied by the Administrative Agent treated as payment made pursuant to reimburse the Issuing Bank for drafts drawn from time to time a claim under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in Bank Guarantee for 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 purposes of the maturity counter-indemnity contained in clause 5. On or at any time after the making of any such declaration, the Agent shall be entitled, to the exclusion of the Facility Obligations or termination Original Borrower (and without prejudice to clause 6.3), to select the duration 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 each period for the payment calculation of the Facility Obligations due shall have been obtained interest in relation to any outstanding Advances 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 terminationother sums payable under this Agreement.

Acceleration. If any Default described in Sections 7.7 Section 8.7 or 7.8 8.8 occurs with respect to the Borrower, 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 a Default exists Lenders shall have no obligation to make any Loans the Administrative Agent may and will if directed by 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 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 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 Administrative Agent (which Administrative Agent agrees to make if requested to by the Required Lenders 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 Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not be entitled to receive any interest thereonexceeding 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 and associated issuance costs and feesCredit. 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 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 to issue Facility Letters of Credit 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 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. (a) If any Event of Default described in Sections 7.7 Section 8.1(f) or 7.8 Section 8.1(g) occurs with respect to Borrowerthe Borrower or any Restricted Subsidiary, the obligations of the Lenders to make Loans hereunder and the obligation and power 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 either Agent, the Issuing Bank 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 LC Collateral Account, equal to the difference of (x) the amount of LC Exposure at such time less (y) the amount or any Lenderdeposit 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 (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 Issuing Bank 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 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 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 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 LC Collateral Account. (c) The Agents may at any time or from time to time after funds are deposited in the LC Collateral Account, subject to the terms of the LendersIntercreditor Agreement, in its sole discretion), shall use its good faith efforts apply such funds to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower the payment of the 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 Issuing Bank under the Loan Documents. In addition to . (d) 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 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 Revolving Loan 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 LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shallCollateral Agent to the Borrower or paid to whomever may be legally entitled thereto at such time, unless including pursuant to the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. Intercreditor Agreement. (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 obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Sections 7.7 Section 8.1(f) or 7.8 Section 8.1(g) 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) All proceeds from each sale of, or other realization upon, all or any part of the Collateral during the existence of an Event of Default shall be applied pursuant to, and in accordance with, the Pledge and Security Agreement.

Acceleration. If Upon the occurrence of any Event of Default described in Sections 7.7 the foregoing subsections 8.1(F) or 7.8 occurs with respect to Borrower8.1(G), the obligations unpaid principal amount of and accrued interest and fees on the Lenders to make Loans and to issue Facility Loans, payments under the Lender Letters of Credit hereunder and Risk Participation Agreements and all other Obligations 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, notice of intent to accelerate, notice of acceleration, demand, protest or notice other requirements of any kind, all of which Borrower are hereby expressly waives waived by Borrower, 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 Commitments and any Subsidiary Guarantor under the Loan Documents. In addition obligation to the foregoing, following the occurrence of a Default and so long as make any Facility Loans or to issue any Lender Letter of Credit has not been fully drawn or Risk Participation Agreement shall thereupon terminate. Upon the occurrence and has not been cancelled or expired by its termsduring the continuance of any other Event of Default, Agent may, if the Requisite Lenders consent, and shall, upon demand by Requisite Lenders, by written notice to Borrower (a) declare all or any portion of the Required Lenders Borrower Loans and all or some of the other Obligations to be, and the same shall deposit in forthwith become, immediately due and payable together with accrued interest thereon, and the Commitments and any obligation to make any Loans or to issue any Lender Letter of Credit Collateral Account or Risk Participation Agreement shall thereupon terminate and (b) demand that Borrower immediately deposit with Agent a cash in an amount equal to the aggregate undrawn face amount Risk Participation Liability (whether or not any beneficiary under any Lender Letter of all outstanding Facility Credit or any issuer of any letter of credit shall have presented, or shall be entitled at such time to present, the drafts and other documents required to draw under any Lender Letter of Credit or Risk Participation Agreement) to enable Agent and any Lender that has issued a Lender Letter of Credit to make payments under the Lender Letters of Credit and all fees Risk Participation Agreements when required and other amounts such amount shall become immediately due or which may become due with respect thereto. Borrower shall have no control over funds in and payable; provided that the Letter of Credit Collateral Account and foregoing shall not be entitled affect in any way the obligations of Lenders to receive make Revolving Loans by remitting to Agent the unreimbursed amount of any interest thereon. Such funds shall be promptly applied payments made by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time or any Lender under the Facility any Lender Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining or Risk Participation Agreement as provided 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 terminationsubsection 2.1(D)(2).

Acceleration. 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 Documents. In addition Documents and to the foregoing, following the occurrence of a Default exercise all other rights 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 remedies available 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 Borrowerapplicable law. 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. If any Event of Default described in Sections 7.7 Section 10.10 hereof occurs, or 7.8 occurs with respect to Borrowerthe Borrower or the General Partner becomes Insolvent, the obligations Revolving Commitments and obligation of the Lenders to make Loans Borrowings and of any Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part of the Administrative Agent or any LenderBorrower. If any other Event of Default occursdescribed in Article X hereof occurs and is continuing, so long as a Default exists Lenders shall have no obligation to make any Loans and the Administrative Agent, with the consent of the Required Lenders, may, and at any time prior the request of the Required Lenders shall, by notice to the date that such Default has been fully curedBorrower, may permanently take either or both of the following actions, at the same or different times: (i) terminate the obligations Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Lenders to make Loans hereunder and declare the Facility Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which Borrower are hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waived 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 of a an Event of 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 LC Exposure as of such date plus any accrued and unpaid interest thereon provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Default with respect to the Borrower described in Section 10.10. Each such deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all outstanding Facility Letters of Credit and all fees and other amounts due Defaults have been cured or which may become due with respect theretowaived. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of ▇▇▇▇▇ 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 applicable Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesto pay any fees or other amounts due with respect thereto. 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 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. 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 LendersLenders (or, in the case of clause (x) below, the Majority in Interest with respect to the applicable Tranche, as the context may require), at any time prior to the date that such Default has been fully cured, may (x) permanently terminate the obligations of the Lenders to make Loans hereunder and (y) 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 thirty (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 collectcollect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation, 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 ten (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. 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 thirty (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 collectcollect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation, 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 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 thereonAccount. 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 ten (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. If On and at any time after the occurrence of an Event of Default described in Sections 7.7 or 7.8 occurs with respect which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower: (a) cancel the Total Commitments, the obligations whereupon they shall immediately be cancelled; (b) subject to clause 3.2 (Rolled Loan – restrictions) 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 Intercreditor Agreement, declare that all or action on the part of the Administrative Agent Utilisations, together with accrued interest, and all other amounts accrued or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and outstanding under 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 Finance Documents be immediately due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations they shall become immediately due and payable; 85 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement (c) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, without presentment, declare that all or part of the Utilisations be payable on demand, protest whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) notify the Intercreditor Agent that an Event of Default has occurred and continuing and instruct the Intercreditor Agent or notice of the Common Security Agent (through the Intercreditor Agent) to issue one or more Enforcement Notices; and/or (e) exercise or direct the Intercreditor Agent or the Common Security Agent (through the Intercreditor Agent) to exercise any kind, or all of which Borrower hereby expressly waives and its rights, remedies, powers or discretions under any of the Finance Documents and/or the High Yield Note Documents and/or (ii) if any automatic or optional acceleration the High Yield Note Refinancing has occurred, the Administrative Agent, as directed by the Required Lenders () any document or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems instrument in the best interests respect 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 high yield notes issued pursuant to the foregoingHigh Yield Note Refinancing and/or any document or instrument in respect of the high yield notes issued pursuant to the Additional High Yield Notes and/or (if the Additional High Yield Note Refinancing has occurred) pursuant to the Additional High Yield Note Refinancing (in each case, including, following the occurrence issue of an Enforcement Notice, any such rights, remedies, powers or discretions which first require the issue of such a Default notice). 86 Project Asgard (2020 A&R) – Amended 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.Restated Facilities Agreement

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Parent or 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 (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) 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 the other Loan Parties 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 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 Parent or 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. 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 thirty (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 collectcollect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement or otherwise available at law or in equity, including without limitation, 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 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, provided, however, that if any Default as described in Section 7.7 or 7.8 with respect to the Borrower occurs, the obligation to make such deposit into the Letter of Credit Collateral Account shall be automatic without any election or other action required on the part of the Administrative Agent or any Lender. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereonAccount. 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 ten (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. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to a Borrower, the obligations of the Lenders (including the Issuers and the Swingline Lender) to make Loans and Credit Extensions to issue Facility Letters of Credit such Borrower hereunder shall automatically terminate and the Facility Obligations of such Borrower 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 occursoccurs with respect to a Borrower, 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 (including the Issuers and the Swingline Lender) to make Loans hereunder and Credit Extensions to such Borrower hereunder, or declare the Facility Obligations of such Borrower to be due and payable, or both, whereupon if such obligations of the Required Lenders elected to accelerate (iincluding the Issuers and the Swingline Lender) shall terminate and/or the Facility Obligations of such Borrower 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 occurredwaives. If, 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 Credit Extensions to any Borrower hereunder or acceleration of the maturity of the Obligations of any Borrower 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 Borrower) such 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 such Borrower, rescind and annul such acceleration termination and/or terminationacceleration.

Acceleration. (i) Bonds Not Supported by a Credit Facility. If any the Event of Default is one described in Sections 7.7 Paragraph 601(a)(i), (ii) or 7.8 occurs with respect to Borrower(iii), the obligations Trustee may, and upon the written request of the Lenders Bondowners of at least 25% in principal amount of the Bonds Outstanding (other than Bonds that are supported by a Credit Facility, Pledged Bonds and Company Bonds) shall, by written notice to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate the Company, the Authority, the Paying Agent, and the Remarketing Agent declare immediately due and payable the principal of the Outstanding Bonds (other than Bonds that are supported by a Credit Facility Obligations and Pledged Bonds, but including Company Bonds) and the accrued interest thereon, whereupon the same shall become immediately become due and payable without any election further action or action on the part of the Administrative Agent or any Lendernotice. 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 after 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 moneys with respect thereto has been entered all amounts payable to the Facility Obligations Authority and the Trustee hereunder and on Bonds subject to acceleration under this Paragraph 602(a)(i) (except principal of and interest on the Bonds which are due solely by reason of such acceleration) shall have been obtained paid or enteredprovided for by deposit with the Trustee and all existing Defaults shall have been cured or waived, then the Bondowners representing a majority in principal amount of the Bonds subject to acceleration under this Paragraph 602(a)(i) may annul such acceleration and its consequences by written notice to the Authority, the Trustee and the Company. Such annulment shall be binding upon the Authority, the Trustee and all of the Lenders Bondowners, but no such annulment shall extend to or affect any subsequent Default or impair any right or remedy consequent thereto. (ii) Bonds Supported by a Credit Facility. If the Event of Default is one described in their sole discretionParagraph 601(a)(i), (iv) shall so director (v), the Administrative principal of the Bonds that are supported by a Credit Facility and Pledged Bonds and accrued interest thereon shall automatically become immediately due and payable without any further notice or action, subject, however, to the proviso set forth in Section 605. Notwithstanding the foregoing, if an Event of Default described in Paragraph 601(a)(i) occurs due to the failure of the Paying Agent shallto receive sufficient funds for the payment of the Purchase Price of all Bonds supported by a Credit Facility tendered for purchase on any Purchase Date, the Paying Agent shall immediately draw under the Credit Facility an amount equal to such deficiency (except to the extent that one or more drawings have been made previously in respect of the same deficiency), plus one day's accrued interest on such Bonds, and only if such Event of Default is not cured by notice to Borrower, rescind the close of business on the next Business Day shall there be such an automatic acceleration of the payment of principal of and annul such acceleration and/or terminationaccrued interest on the Bonds.

Acceleration. 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 or purchase participations in Letters of Credit or Swing Line Loans hereunder and the obligation of the Issuer to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (other than Hedging Obligations and Existing Hedging Obligations) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuer or any Lender, and without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives. 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, Lenders may permanently (a) terminate or suspend the obligations of the Lenders to make Loans and purchase participations in Letters of Credit or Swing Line Loans hereunder, whereupon the obligation of the Issuer to issue Letters of Credit hereunder and shall also terminate or be suspended, (b) declare the Facility Obligations (other than Hedging Obligations and Existing Hedging Obligations) to be due and payable, or both, whereupon if the Required Lenders elected to accelerate Obligations (iother than Hedging Obligations and Existing Hedging Obligations) 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, or (c) take the action described in both the preceding clauses (a) 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 discretionb), 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 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 7.6 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. If Upon the occurrence and during the continuance of any Default described in Sections 7.7 or 7.8 occurs with respect to BorrowerEvent of Default, the obligations Administrative Agent on behalf of the Lenders may, and if so requested by the Majority Lenders shall, declare the Aggregate Commitment to make Loans be terminated and reduced to issue Facility Letters zero and thereby terminate the right of Credit hereunder shall automatically terminate the Borrower to apply for further Borrowings, and in addition the Administrative Agent may, and if so requested by the Majority Lenders shall, by written notice to the Borrower declare all Indebtedness and liabilities of the Borrower outstanding to the Lenders and the Facility Obligations shall Administrative Agent hereunder to be immediately become due and payable without any election or action on the part of the Administrative Agent or any Lender. If any other Default occurspresentation, 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 other notice of any kind, all of which Borrower hereby are expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waived by the Required Borrower, provided that the Aggregate Commitment and the right of the Borrower to apply for further Borrowings shall automatically be terminated and all Indebtedness and liabilities of the Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as and the Administrative Agent deems outstanding hereunder shall be immediately due and payable without any written notice to the Borrower or any other Loan Party as provided above and without any other presentation, presentment, demand, protest or other notice of any kind if an Event of Default has occurred in the best interests respect of the Lenders, in its sole discretion), shall use its good faith efforts Borrower pursuant to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan DocumentsSection 14.1.4. In addition to such event, 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 pay immediately 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 for the account of the Lenders and the Borrower hereby acknowledges that it shall be indebted to reimburse the Issuing Bank Administrative Agent 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 shallamounts owing or payable by it under this Agreement, unless failing which all rights and remedies of 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 and the Lenders shall thereupon become enforceable and such payment 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 shallwhen made shall be deemed to have been made in discharge of the Borrower's obligations hereunder, by notice to Borrower, rescind and annul the Administrative Agent shall distribute such acceleration and/or terminationproceeds among the Lenders as provided herein.

Acceleration. If any Event of Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Parent or 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 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 terminate or suspend the obligations of the Lenders to make Loans hereunder and 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 the Borrower hereby expressly waives and (ii) if any automatic or optional waives. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration has occurredpursuant to this paragraph, the Administrative Agent, as directed Borrower shall at such time deposit in a cash collateral account opened 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 then undrawn face and unexpired amount of all outstanding Facility such Letters of Credit and all fees and other amounts due or which may become due with respect theretoCredit. Borrower shall have no control over funds Amounts held in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds such cash collateral account shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for payment of drafts drawn from time to time under such Letters of Credit, and the Facility unused portion thereof after all such Letters of Credit and associated issuance costs and fees. Such fundsshall have expired or been fully drawn upon, if any, remaining in shall be applied to repay other obligations of the Letter Borrower hereunder and under the other Loan Documents. After all such Letters of Credit Collateral Account following shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the payment of all Facility Obligations Borrower hereunder and under the other Loan Documents shall have been paid in full shallfull, unless the Administrative Agent is otherwise directed by a court of competent jurisdictionbalance, if any, in such cash collateral account shall be promptly paid over returned to Borrowerthe Borrower (or such other Person as may be lawfully entitled thereto). 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 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 Parent or 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. (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 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 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 or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Agent, at its address specified pursuant to Article XIV, for deposit into the Letter of Credit 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 outstanding as of such time, over (B) the amount on deposit for such Borrower in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties (other than the 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 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), (i) 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 and the obligation of the Issuers to 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 (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 (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 directionmay, as upon notice delivered to the Administrative Agent deems Borrowers with outstanding Facility Letters of Credit 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 the occurrence of a Default make demand on each such Borrower to deliver (and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termseach 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 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, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrowers with outstanding Facility Letters of Credit to deliver (and each such Borrower shall deposit will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds to be deposited and held in the Letter of Credit Collateral Account cash in an amount equal to such Collateral Shortfall Amount payable by such Borrower at such time. (d) The Agent may at any time or from time to time after funds are deposited in the aggregate undrawn face amount of all outstanding Facility Letters Letter of Credit Collateral Account, apply such funds to the payment of the Obligations of the relevant Borrowers and all fees 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 no control over 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, any funds remaining in the Letter of Credit Collateral Account shall be returned by the Agent to the applicable Borrower(s) or paid to whoever may be legally entitled thereto at such time. (f) The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords its own property, it being understood that the Agent shall not be entitled have any responsibility for taking any necessary steps to receive preserve rights against 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 Persons 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 terminationfunds.

Acceleration. If any Event of Default described in Sections 7.7 subsection 9.01(g) or 7.8 occurs with respect to Borrower(h) occurs, the obligations of the Lenders to make Loans and of an Issuer 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 Event of Default occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and of an Issuer to 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 the Borrower and each Subsidiary Guarantor 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, foregoing following the occurrence and during the continuance of a Default and an Event of Default, 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 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 Account, which funds shall be invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not be entitled exceeding 30 days, so long as the Borrower has provided the Agent with such documents as the Agent shall have requested in order to receive any perfect a security interest thereonin such certificates of deposit. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank any 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 Collateral Account following the payment of all Facility of the Borrower 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 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and of an Issuer to issue Facility Letters of Credit hereunder as a result of any Event of Default (other than any Event of Default as described in Sections 7.7 subsection 9.01 (g) or 7.8 (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. 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 Letter of Credit Agent and the Lenders to make Loans and to issue Facility or increase 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 Letter of Credit Agent, 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 Letter of Credit Agent and the Lenders to make Loans hereunder and issue or increase 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 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 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 canceled or expired by its terms, upon demand by the Administrative Agent (which demand shall be made upon the request of the Required Lenders 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. 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 as required 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 BorrowerSection 2.9(g). If, within 10 thirty (30) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Letter of Credit Agent and the Lenders to make Loans issue and increase Letters of Credit 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 shall, by notice to Borrower, rescind and annul such acceleration and/or termination.

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 Revolving Loans hereunder, the obligation of the Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Facility Letters of Credit hereunder LCs shall automatically terminate terminate, and the Facility Obligations (including the obligation to provide cash collateral pursuant to the last sentence of Section 2.16.1) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any LC Issuer, the Swingline Lender or any Lender. 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 terminate or suspend the obligations of the Lenders to make Revolving Loans hereunder, the obligation and the power of the Swingline Lender to make Swingline 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 such obligations of the Required Lenders elected to accelerate (i) Lenders, such obligation and power of the Facility Swingline Lender and such obligation and power of the LC Issuers shall be terminated or suspended and/or the 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 waives. (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 30 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Revolving Loans hereunder, the obligation and the power of the Swingline Lender to make Swingline Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs 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. If any Default described The Agent may, and, upon the request of the Majority Lenders, shall by notice in Sections 7.7 or 7.8 occurs writing to the Borrower declare all amounts owing with respect to Borrowerthis Agreement, the obligations of Notes, the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations other Loan Documents to be, and they shall thereupon forthwith become, 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 other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in §10.1(f) or §10.1(g), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent, Borrower hereby expressly waives waiving any right to notice of intent to accelerate and (ii) if any automatic or optional acceleration has occurred, notice of acceleration. Upon demand by the Administrative Agent, as directed by Issuing Lender or the Required Majority Lenders (or if no such direction is given within 30 days in their absolute and sole discretion 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 an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Default Revolving Credit Loan have been satisfied, the Lenders will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any such Revolving Credit Loan will be pledged to and so long held by Agent as security for any Facility Letter amounts that become payable under the Letters of Credit has not been fully drawn and has not been cancelled all other Obligations. In the alternative, if demanded by Agent or expired by the Issuing Lender in its termsabsolute and sole discretion after the occurrence of an Event of Default, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Liabilities shall become due and payable and the Borrower will deposit into the Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letter of Credit Liabilities. Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable under the Letters of Credit and all fees other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in upon the Letter expiration 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, any remaining in the Letter of Credit Collateral Account following amounts will be applied to 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 other Obligations or termination of the obligations of the if there are no outstanding Obligations and Lenders have no further obligation to make Loans hereunder as a result or issue Letters of any Default (other than any Default as described in Sections 7.7 Credit or 7.8 with respect if such excess no longer exists, such proceeds deposited by the Borrower will be released 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 Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerthe Borrower or the REIT, the obligations of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations (including an amount equal to the stated amount of all Facility Letters of Credit outstanding as of the date of the occurrence of such Default for deposit into the Letter of Credit Collateral Account) 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 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 Borrowerthe Borrower or the REIT) 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. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Parent or 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 the other Loan Parties under the Loan Documents. In addition Documents and to the foregoing, following the occurrence of a Default exercise all other rights 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 remedies available 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 Borrowerapplicable law. 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 Parent or 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. If any Default described in Sections 7.7 Section 8.6 or 7.8 8.7 occurs with respect to Borrowerany Borrowing Entity, the obligations of the Lenders to make Loans and of the Issuer 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 occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and of the Issuer 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 notice of any kind, all of which Borrower each Borrowing Entity 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 Administrative Agent 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 Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not be entitled exceeding thirty days, so long as the Borrower has provided the Administrative Agent with such documents as the Administrative Agent shall have requested in order to receive any perfect a security interest thereonin such certificates of deposit. 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 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 14 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder and of the Issuer to issue Facility Letters of Credit as a result of any Default (other than any Default as described in Sections 7.7 Section 8.6 or 7.8 8.7 with respect to Borrowera Borrowing Entity) 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. 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 collectcollect all amounts owed by the Borrower and any Guarantor under the Loan Documents by exercising all rights and remedies provided for under this Agreement and the Security Documents or otherwise available at law or in equity, including without limitation, 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 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. If any Default described in Sections 7.7 Section 8.7 or 7.8 Section 8.8 ------------ ----------- ----------- occurs with respect to the General Partner or the Borrower, 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 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans 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 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 Administrative Agent 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 Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not be entitled to receive any interest thereonexceeding 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 and associated issuance costs and feesCredit. 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 ten (10) 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 Section 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, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Parent or the Borrower, the obligations of the Lenders to make Loans hereunder and Bank One's obligation to issue Facility Letters of Credit LCs hereunder shall automatically terminate and the Facility Obligations shall immediately 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 Hereunder (and Bank One may in its sole discretion terminate or suspend its obligation to issue Facility LCs 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 of the Parent and the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waives. Any amounts paid by the Required Lenders (Parent or if no such direction is given within 30 days after a request for direction, as the Borrower to the Administrative Agent deems in the best interests on account 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 Outstanding 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 LCs shall be promptly applied held by the Administrative Agent as cash collateral for the obligations of the Borrower with respect to reimburse unpaid LC Drawings relating thereto, and each of the Issuing Bank for drafts drawn from time Parent and the Borrower hereby grants 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 a first perfected security interest in said cash and authorizes the Administrative Agent to apply such cash on account of future LC Drawings as such become payable by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 five (5) 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 Parent or 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 Parent or the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If any Default described in Sections 7.7 or 7.8 occurs with respect Subject to BorrowerClause 4.3 (Utilisation during the Availability Period), 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 upon receipt by the Administrative Agent or any Lenderof a notice from the Administrative Agent under the Credit Agreement confirming that an Event of Default has occured and is continuing under the Credit Agreement, the Administrative Agent shall immediately inform each CNMV Guarantee Provider of the occurrence of such Event of Default. If any other Default occursIn such a case, the Administrative Agent shall if so long as a Default exists Lenders shall have no obligation to make any Loans and directed by the Required Lenders, at any time prior CNMV Guarantee Providers by notice 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 Bidder: (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 declare that no further Utilisations may be requested under this Agreement; and (ii) if any automatic require the Bidder to pay all amounts accrued 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 collectoutstanding under this Agreement, including without limitationaccrued default interest and fees; and (iii) require the Bidder to, by filing and diligently pursuing judicial actionat its option, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoingwithin twenty (20) days as from its request, 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 either: (a) deposit in the Letter of Credit Collateral Account cash in an amount equal account held with the CNMV Guarantee Providers and pledged in their favor, which covers the total liabilities of the CNMV Guarantee Providers in respect of all the issued CNMV Guarantees and any other amounts payable by the Bidder under this Agreement; or (b) provide the CNMV Guarantee Providers with a counter-guarantee issued by a credit entity with an investment grade rating and on terms acceptable for the CNMV Guarantee Providers which covers the total liabilities of the CNMV Guarantee Providers in respect of all the issued CNMV Guarantees and any other amounts payable by the Bidder under this Agreement; or (c) release the CNMV Guarantee Providers from all obligations under the issued CNMV Guarantees and under this Agreement and take such other actions as shall be necessary to cause the CNMV Guarantee Providers to be satisfied (acting reasonably) that their liability under that CNMV Guarantees has been cancelled (including by the return of the original of the CNMV Guarantees to the aggregate undrawn face amount CNMV Guarantee Providers or formal cancellation 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 CNMV Guarantees by the Administrative Agent CNMV to reimburse the Issuing Bank for drafts drawn from time satisfaction of the CNMV Guarantee Providers). For the avoidance of any doubt, in case a cash cover is provided in accordance with paragraph (a) above or a counter guarantee is provided in accordance with paragraph (b) above, the provisions under this Agreement will continue in full force and effect between the Parties until the CNMV Guarantees have been irrevocably and unconditionally cancelled (including by the return of the original of the CNMV Guarantees to time the CNMV Guarantee Providers or formal cancellation of the same by the CNMV to the satisfaction (acting reasonably) of the CNMV Guarantee Providers) and the CNMV Guarantee Providers are fully discharged of its obligations 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 terminationCNMV Guarantees.

Acceleration. 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 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 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 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 canceled or expired by its terms, upon demand by the Required Lenders Administrative Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account Account") maintained with JPMorgan Chase 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. The Borrower shall have no control over funds in the Letter of Credit Cash Collateral Account and Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of JPMorgan Chase Bank, N.A. having a maturity not be entitled to receive any interest thereonexceeding thirty days. 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 days ten Business 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 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. 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 Administrative Agent's obligation 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, the Documentation 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 the Administrative Agent may in its sole discretion terminate or suspend its obligation to issue 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 the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waives. Any amounts paid by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as Borrower to the Administrative Agent deems in the best interests on account 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 Outstanding 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 held by the Administrative Agent as cash collateral for the obligations of the Borrower with respect to reimburse unpaid L/C Drawings relating thereto, and the Issuing Bank for drafts drawn from time Borrower hereby grants 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 a first perfected security interest in said cash and authorizes the Administrative Agent to apply such cash on account of future L/C Drawings as such become payable by a court of competent jurisdiction, be promptly paid over to the Borrower. If, within 10 five (5) 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 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. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerany Credit Party, (i) the obligations of the Lenders to make Loans hereunder and the obligations of the Issuer to issue Facility Letters of Credit hereunder 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 each Borrower hereby expressly waives and without any election or action on the part of the Administrative Agent or any Lender. Lender and (ii) each Borrower will be and become thereby unconditionally obligated, without the need for demand or the necessity of any act or evidence, to deliver to the Agent, at its address specified pursuant to Article XIII, for deposit into the Letter of Credit 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 (assuming compliance with all conditions for drawing thereunder) issued by the Issuer and outstanding as of such time, over (B) the amount on deposit in the Letter of Credit Collateral Account at such time that is free and clear of all rights and claims of third parties and that has not been applied by the Lenders against the Obligations. (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), (i) 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 and the obligation of the Issuer to 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 Borrower the Borrowers hereby expressly waives waive 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 directionmay, as the Administrative Agent deems upon notice delivered to Astec 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 the occurrence of a Default make demand on Astec to deliver (and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termsAstec will, forthwith upon demand by the Required Lenders Borrower shall and without necessity of further act or evidence, be and become thereby unconditionally and jointly and severally obligated to deliver), to the Agent, at its address specified pursuant to Article XIII, for deposit into the Letter of Credit Collateral Account an amount equal to the Collateral Shortfall Amount. (c) 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 Astec to deliver (and Astec will, forthwith upon demand by the Agent and without necessity of further act or evidence, be and become thereby unconditionally obligated to deliver), to the Agent as additional funds to be deposited and held in the Letter of Credit Collateral Account cash in an amount equal to such Collateral Shortfall Amount at such time. (d) The Agent may at any time or from time to time after funds are deposited in the aggregate undrawn face amount of all outstanding Facility Letters Letter of Credit Collateral Account, apply such funds to the payment of the Obligations and all fees 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 Borrowers to the Lenders under the Loan Documents. (e) At any time while any Default is continuing, neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have no control over 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, any funds remaining in the Letter of Credit Collateral Account shall be returned by the Agent to Astec or paid to whoever may be legally entitled thereto at such time. (f) The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Letter of Credit Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords its own property, it being understood that the Agent shall not be entitled have any responsibility for taking any necessary steps to receive preserve rights against 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 Persons 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 terminationfunds.

Acceleration. 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 the 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 or suspend the obligations of the Lenders to make Loans hereunder and the Loan 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 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 foregoingDocuments (or if no such direction is given within 30 days after a request for direction, 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 may proceed to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit exercise such rights 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 remedies as the Administrative Agent is otherwise directed by a court may deem in the best interests of competent jurisdictionthe Lenders, be promptly paid over in its sole discretion, to Borrowercollect such amounts). 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. 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 of an 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 occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans hereunder and of an Issuing Bank to 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 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, 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 Agent 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 Account, which funds shall be invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not be entitled exceeding thirty days, so long as the Borrower has provided the Agent with such documents as the Agent shall have requested in order to receive any perfect a security interest thereonin such certificates of deposit. 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 and associated issuance costs and feesCredit. 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 14 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans and of an Issuing Bank to issue Facility Letters of Credit 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. (a) If any an Event of Default described specified in Sections 7.7 paragraph (g) or 7.8 occurs (h) of Section 7.1 shall occur with respect to Borrowerthe Borrower or any Subsidiary Guarantor, automatically the obligations Commitments shall immediately terminate and all Loans (with accrued interest thereon) and all other amounts owing under the Financing Documents (including all L/C Exposure, whether or not the beneficiaries of the Lenders to make Loans and to issue Facility then outstanding Letters of Credit hereunder shall have presented the documents required thereunder) shall automatically terminate and immediately become due and payable. (b) If any Event of Default (other than an Event of Default referred to in Section 7.2(a)) shall occur, then the Administrative Agent (acting at the direction of the Required Lenders) may, or shall if so directed by the Required Lenders, by notice to the Borrower (i) declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) declare the Loans (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the Facility Obligations other Financing Documents (including all L/C Exposure, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable without any election or action on payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the part time of an acceleration pursuant to this Section 7.2(b), the Borrower shall at such time deposit in a cash collateral account opened by 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 then undrawn face and unexpired amount of all outstanding Facility such Letters of Credit and all fees and other amounts due or which may become due with respect theretoCredit. Borrower shall have no control over funds Amounts held in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds such cash collateral account shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for payment of drafts drawn from time to time under such Letters of Credit, and the Facility unused portion thereof after all such Letters of Credit and associated issuance costs and fees. Such fundsshall have expired or been fully drawn upon, 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, shall be promptly paid over applied to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the repay other obligations of the Lenders to make Loans Borrower hereunder as a result and under the other Financing Documents. After all such Letters of any Default (other than any Default as described in Sections 7.7 Credit shall have expired or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility been fully drawn upon, all Reimbursement Obligations due shall have been obtained or entered, satisfied and all other obligations of the Lenders (Borrower hereunder and under the other Financing Documents shall have been paid in their sole discretion) shall so directfull, the Administrative Agent shallbalance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 7.2(b), presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. (c) Except as expressly provided above in this Section 7.2, the Borrower hereby waives any presentment, demand, protest, notice of intent to Borroweraccelerate, rescind notice of acceleration and annul such acceleration and/or terminationall other notices of any kind.

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to a Borrower, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Facility Letters of Credit hereunder to such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall automatically terminate and the Facility Obligations of such Borrower (and, if such Borrower is the Borrowing Subsidiary, the Company) shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuing Bank or any Lender. If any other Default occursoccurs with respect to a Borrower, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent at the direction 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 and of the Issuing Banks to issue Letters of Credit hereunder and to such ▇▇▇▇▇▇▇▇, or declare the Facility Obligations of such Borrower (and, in the case of a Default with respect to a Borrowing Subsidiary, of the Company) to be due and payable, or both, whereupon if the Required Lenders elected Obligations of such Borrower (and, in the case of a Default with respect to accelerate (ithe Borrowing Subsidiary, of the Company) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which such 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 Borrowerwaives. 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 of the Issuing Banks to issue Letters of Credit 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 such 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 such Borrower, rescind and annul such acceleration and/or termination.

Acceleration. If Upon the occurrence and at any Default described in Sections 7.7 or 7.8 occurs with respect time during the continuance of any Event of Default, the Lender, by written notice to the Borrower, may (i) terminate the obligations right of the Lenders Borrower to make borrow any further Loans under the Revolving Credit Facility and Term Loan Facility or to issue Facility request any Letters of Credit hereunder shall automatically terminate and under the Facility Obligations shall immediately become due and payable without any election or action on Letter of Credit Facility, and/or (ii) declare the part entire unpaid principal balance 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 Notes and all Loans and any or all other Secured Obligations, and all accrued and unpaid interest under the Required LendersNotes and on all Loans, 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 payablepayable immediately, or both, whereupon if and upon any such declaration the Required Lenders elected to accelerate entire unpaid principal balance of the Notes and all Loans and all accrued and unpaid interest under the Notes and on all Loans (iand any other Secured Obligations so declared by the Lender) the Facility Obligations shall become and be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which payable and/or (iii) require the Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, to deposit additional cash with 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 Lender in an amount equal to the aggregate undrawn face amount Letter of Credit Obligations (which cash may, at the Lender’s discretion, be applied to payment or repayment of any Reimbursement Obligation or other Secured Obligations, or be held as additional Collateral (and subsequently so applied at any time)), all outstanding without the need for presentment, demand for payment, protest, notice of dishonor or protest or other notice of any kind all of which are expressly waived by the Borrower; provided, however, that upon the occurrence of any of the events specified in subparagraphs (i) and (j) above, (i) the right of the Borrower to borrow under the Revolving Credit Facility and Term Loan Facility or request 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 under the Letter of Credit Collateral Account Facility shall automatically be terminated, (ii) the entire unpaid principal balance of the Loans and shall not be entitled to receive any the Notes, and all unpaid and accrued interest thereon. Such funds under the Notes and all Loans and all other Secured Obligations, shall be promptly applied by immediately due and payable without any notice whatsoever, and (iii) the Administrative Agent Borrower shall be required to reimburse deposit additional cash with the Issuing Bank for drafts drawn from time Lender, in an amount equal 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 Obligations (which cash may, at the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdictionLender’s discretion, be promptly paid over applied to payment or prepayment of any Reimbursement Obligation or other Secured Obligations, or be held as additional Collateral (and subsequently so applied at any time), all without the need for presentment, demand for payment, protest, notice of dishonor or protest or other notice of any kind all of which are hereby expressly waived by the Borrower, and Lender shall have, upon the occurrence and during the continuance of any Event of Default, all other rights, remedies, and powers provided to the Lender under the Financing Documents, any other agreement, instrument or other document or Applicable Law. Section 20. If, within 10 days after acceleration Section 8.6 of the maturity Credit Agreement is amended by substituting the following as the address for notices to the Lender: Fleet Capital Corporation Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP CityPlace — ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ Section 21. Section 8.7 of the Facility Obligations Credit Agreement is hereby amended by inserting at the end of clause (c)(i), after the words “Financing Documents”, the phrase “or termination any Letter of Credit”. Section 22. The following respective definitions shall be added to and included in Appendix A to 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 Credit Agreement, which definitions shall have been obtained or entered, all of the Lenders (be inserted in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or termination.proper alphabetical order therein:

Acceleration. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the Commitments of the Lenders hereunder (and the obligations of the Lenders to make Loans and 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 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 Agent with the consent of the Required Lenders, at any time prior to ) may terminate or suspend the date that such Default has been fully cured, may permanently terminate the obligations Commitments of the Lenders hereunder (and the obligation of the LC Issuer to make Loans hereunder and 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 (iiwaives) 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 Borrowerboth. If, within 10 14 days after acceleration of the maturity of the Facility Obligations or termination of the obligations Commitments 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 Required Lenders (in their sole discretion) shall so direct, the Administrative Agent (or the LC Issuer) shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. If the Obligations become due and payable under this Section 8.1, the Borrower shall immediately deposit with the Agent for the benefit of each LC Issuer (and each Lender participating in Facility LCs) cash equal to the total aggregate exposure of each LC Issuer (including each participating Lender in Facility LCs) under any and all Facility LCs then outstanding, to be held by the Agent in a reimbursement account to secure and satisfy any and all reimbursement obligations of Borrower hereunder with respect to outstanding Facility LCs. The Agent, for the ratable benefit of each of the LC Issuers (and Lenders participating in such Facility LCs) shall have a perfected lien, security interest and offset right in such reimbursement account and the monies therein to secure all reimbursement obligations in respect of such Facility LCs.

Acceleration. (a) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to either Co-Borrower, Parent Guarantor, any Property Manager or any Subsidiary Guarantor, the Revolving Loan Commitments and the obligations of the Lenders to make Revolving 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 the Administrative Agent shall have no obligation to make any Loans upon the direction of, and may, with the Required consent of Majority Lenders, at any time prior to terminate or suspend the date that such Default has been fully cured, may permanently terminate Revolving Loan Commitments and the obligations of the Lenders to make Revolving Loans hereunder and 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 Borrower Co-Borrowers and Parent Guarantor hereby expressly waives and waive. (iib) 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 The Administrative Agent deems in may, and, at the best interests request of the LendersMajority Lenders shall, at any time or from time to time while any Default exists and is continuing apply any funds deposited in its sole discretion), shall use its good faith efforts any of the Accounts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower the payment of the Secured Obligations and any Subsidiary Guarantor other amounts as shall from time to time have become due and payable by Co-Borrowers to the Lenders under the Loan Documents. In addition to the foregoing. (c) At any time while any Default is continuing, following the occurrence neither Co-Borrowers nor any Person claiming on behalf 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. through either Co-Borrower shall have no control over any right to withdraw any of the funds held in any Account. After all of the Obligations have been indefeasibly paid in full and the Revolving Loan Commitment has been terminated, any funds remaining in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds Accounts shall be promptly applied returned by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time Co-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. (d) 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 BorrowerCo-Borrowers or Parent Guarantor) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Majority Lenders (in their sole discretion) shall so direct, then the Administrative Agent shall, by notice to BorrowerCo-Borrowers, rescind and annul such acceleration and/or termination.

Acceleration. 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 Letter of Credit Agent and 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 Letter of Credit Agent, 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 Letter of Credit Agent and the Lenders to make Loans hereunder and issue 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 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 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 canceled or expired by its terms, upon demand by the Administrative Agent (which demand shall be made upon the request of the Required Lenders 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. 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 as required 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 BorrowerSection 2.9(g). If, within 10 thirty (30) days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Letter of Credit Agent and the Lenders to make Loans issue Letters of Credit 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 shall, by notice to Borrower, rescind and annul such acceleration and/or termination.

Acceleration. 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 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 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 -49- 57 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 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 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 canceled or expired by its terms, upon demand by the Required Lenders Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account Account") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders, the Issuer and the 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. The Borrower shall have no control over funds in the Letter of Credit Cash Collateral Account and Account, which funds shall be invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago 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 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 thirty (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 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. If any Default described in Sections 7.7 or 7.8 occurs (a) Upon the occurrence and continuation of an Event of Default, with respect prior notice to Borrowerthe Corporation, 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 occursHolder, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lendersmay, at any time prior by notice in writing delivered to the date that such Default has been fully curedSchool Board, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations to be entire unpaid Rental Payments due and payable. Upon any such declaration, the School Board shall, in legally available funds, immediately pay to the Escrow Agent the entire unpaid Rental Payments, costs incurred by the Corporation, the late payment penalty under Section 6.1 of this Financing Lease, any incremental interest due to the Bond accruing interest at the Default Rate and other sums owed hereunder, if any (the "Acceleration Amount"). The Holder may in its discretion waive an Event of Default and its consequences and rescind any acceleration of the unpaid Rental Payments. (b) Upon the occurrence and continuation of an Event of Default, the Holder may take possession of the Equipment, with or without terminating this Financing Lease, require the School Board at its expense to promptly return any or all of such Equipment to the possession of the Holder at such place within the Commonwealth of Virginia as the Holder shall specify, exclude the School Board from possession, sell the Equipment, lease or sublease all or any portion of the Equipment for the account of the School Board, or bothexercise remedies under Article 9 of the Uniform Commercial Code as enacted in the Commonwealth, whereupon if including the Required Lenders elected sale of the Equipment, holding the School Board liable for all Rental Payments and all other payments due up to accelerate the effective date of such selling, leasing or subleasing and for the difference between (i) the Facility Obligations shall become immediately due unexpended Lease Proceeds Amount available in the Escrow Account, purchase price, rent or other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease of the Equipment (after deducting all reasonable expenses of Holder in exercising its remedies hereunder, including without limitation all reasonable expenses of taking possession, storing, reconditioning and payableselling or leasing such Equipment and all reasonable brokerage, without presentment, demand, protest or notice of any kind, all of which Borrower hereby expressly waives auctioneer's and attorney's fees) subtracted from (ii) if the Acceleration Amount. (c) Holder may terminate the Escrow Agreement and apply 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, proceeds remaining in the Letter Escrow Account to the amounts due hereunder. (d) Take whatever action at law or in equity may appear necessary or desirable to collect the Rental Payments then due and thereafter to become due or to enforce performance and observance of Credit Collateral Account following the payment of all Facility Obligations in full shallany obligation, 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 agreement or covenant 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 terminationSchool Board under this Financing Lease.

Acceleration. If any Default described in Sections 7.7 Section 8.7 or 7.8 8.8 occurs with respect to the Borrower, 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 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans 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 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 Administrative Agent 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 Account, which funds will be invested by the Administrative Agent from time to time at its discretion in certificates of deposit of First Chicago having a maturity not be entitled to receive any interest thereonexceeding 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 and associated issuance costs and feesCredit. 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 ten (10) 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 SECTION 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, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Acceleration. (a) If any an Event of Default described in Sections 7.7 or 7.8 occurs with respect under Clause 19.1 (Failure to Borrowerpay) occurs, the obligations Facility Agent shall, unless otherwise instructed by the Majority Lenders, on the fifth (5th) Business Day after the last day of the Lenders applicable grace period for such Event of Default, or on such other Business Day thereafter as subsequently instructed by the Majority Lenders, by notice in the form set out in Schedule 5 (Form of Acceleration Notice) to make Loans the Borrower and to issue Facility Letters of Credit hereunder shall automatically terminate each Lender, declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Facility Obligations shall immediately become due and payable without any election or action on the part Finance Documents in respect 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 Loan be immediately due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations they shall become immediately due and payable, without presentment, demand, protest or notice of . (b) On and at 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 time 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 an Event 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 an Event of Default as described in Sections 7.7 or 7.8 with respect under Clause 19.1 (Failure to Borrowerpay)) and before any judgment or decree for the payment of which is continuing, the Facility Obligations due Agent shall have been obtained or entered, all if so directed (within one (1) Business Day of such direction) by the Lenders (in their sole discretion) shall so direct, the Administrative Agent shallMajority Lenders, by notice to the Borrower: (i) declare that all or part of the Loan, rescind together with accrued interest, and annul such all other amounts accrued or outstanding under the Finance Documents in respect of the Loan be immediately due and payable, whereupon they shall become immediately due and payable; and/or (ii) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents in respect of the Loan be payable on demand by the Facility Agent. (c) Any acceleration and/or terminationnotice delivered by the Facility Agent (or, if applicable, a Lender) to the Borrower pursuant to this Clause 19.19 shall be in the form set out in Schedule 5 (Form of Acceleration Notice). If applicable, any revocation of an acceleration notice delivered by the Facility Agent (at the direction of the Majority Lenders) shall be in writing.

Acceleration. If any Default described in Sections Section 7.7 or 7.8 occurs ------------ ----------- --- with respect to Borrowerthe Company or any of its Material Subsidiaries, the obligations of the Lenders to make Loans or purchase participations in Letters of Credit hereunder, the obligations of the Swing Loan Lenders to make Swing Loans hereunder and the obligation of the Issuing Lenders to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations of the Company and each Borrowing Subsidiary shall immediately become due and payable without presentment, demand, protest or notice of any kind (all of which the Company hereby expressly waives) or any other election or action on the part of the Administrative Agent Agent, any Lender, any Swing Loan Lender or any Issuing Lender. If any other Default occursoccurs and is continuing, 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, Lenders may permanently terminate or suspend the obligations of the Lenders to make Loans (including, without limitation, Alternate Currency Loans) or purchase participations in Swing Loans and Letters of Credit hereunder, whereupon the obligation of the Swing Loan Lenders to make Swing Loans, the Alternate Currency Banks to make Alternate Currency Loans and the Issuing Lenders to issue Letters of Credit hereunder and shall also terminate or be suspended or declare the Facility Obligations of the Company and each Borrowing Subsidiary to be due and payable, or both, in either case upon written notice to the Company and the applicable Borrower, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or further 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 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 terminationwaives.

Acceleration. If any Event of Default described in Sections 7.7 or 7.8 occurs with respect to BorrowerSection 10.10 hereof occurs, the obligations Commitments and obligation of the Lenders to make Loans Borrowings 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 presentment, demand, protest or other notice of any election or action on kind, all of which are hereby expressly waived by the part of the Administrative Agent or any LenderBorrower. If any other Event of Default occursdescribed in Article X hereof occurs and is continuing, so long as a Default exists Lenders shall have no obligation to make any Loans and the Administrative Agent, with the consent of the Required Lenders, may, and at any time prior the request of the Required Lenders shall, by notice to the date that such Default has been fully curedBorrower, may permanently take either or both of the following actions, at the same or different times: (i) terminate the obligations Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Lenders to make Loans hereunder and declare the Facility Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which Borrower are hereby expressly waives and (ii) if any automatic or optional acceleration has occurred, the Administrative Agent, as directed waived 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 of a an Event of 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 LC Exposure as of such date plus any accrued and unpaid interest thereon provided that (i) the portions of such amount attributable to undrawn face amount Alternative Currency Letters of all outstanding Facility Credit or LC Disbursements in an Alternative Currency that the Borrowers are not late in reimbursing shall be deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Letters of Credit and all fees LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other amounts due or which may become due notice of any kind, upon the occurrence of any Default with respect theretoto any Borrower described in Section 10.10. For the purposes of this paragraph, the Alternative Currency LC Exposure shall be calculated using the Exchange Rates on the date notice demanding cash collateralization is delivered to a Borrower. Each Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.12. Each such deposit pursuant to this paragraph or pursuant to Section 2.12 shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of each Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Domestic Revolving Lenders with LC Exposure representing at least 51% of the total LC Exposure), be applied to satisfy other obligations of such Borrower under this Agreement. If a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within three Business Days after all Defaults have been cured or waived. If a Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.12, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.12, and no Default shall have occurred and be continuing. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and Account, which funds shall be invested by the Administrative Agent from time to time in its discretion in certificates of deposit of JPMCB 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 Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and feesto pay any fees or other amounts due with respect thereto. 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 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. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerany Credit Party, the obligations of the Lenders to make Revolving 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 Secured 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 the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time MINUS (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 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 Secured Obligations to be due and payable, or both, whereupon if whereupon, in the Required Lenders elected to accelerate (i) case of a termination, 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/or (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 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. After all of Credit Collateral Account and shall not be entitled the Secured Obligations have been paid in full in cash (or, with respect 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 Reimbursement Obligations, the Facility Letters of Credit LCs have been returned and associated issuance costs cancelled or back-stopped to the Agent's reasonable satisfaction) and fees. Such fundsthe Aggregate Commitment has been terminated, if any, any funds 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 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 Section 7.6 or 7.7 or 7.8 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.

Acceleration. If Upon the occurrence of any Event of 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 after the occurrence of any Event of Default that is continuing: 21.18.1 the Facility Administrator shall send a notification to the date that such Default has been fully cured, may permanently terminate Borrower after receiving the obligations Consent of the Lenders Majority Lenders, in which it will: (A) state the Lenders’ refusal to make Loans hereunder and declare grant funds within the Total Commitments (including the Amount Payable by the Lenders, if any, at the relevant time), whereupon the Lenders’ obligation to grant the Facility Obligations to be the Borrower shall cease; and (or) (B) set out the Lenders’ demand against the Borrower for immediate early repayment of the Facility Outstanding or any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and payable(or) (C) notify the Borrower that the Lenders are aware of the Event of Default and reserve the right to demand that the Borrower immediately repay the Facility or any part thereof, including accrued interest, fees and any other amounts due to the Finance Parties under the Finance Documents; and (or) (D) notify the Borrower that the Lenders reserve the right to enforce the pledged property under the Pledges, or both, whereupon if to file claims under the Required Independent Guarantees. 21.18.2 The Lenders elected to accelerate (i) shall enforce 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, pledge in accordance with the Administrative Agent, as directed relevant Pledge. The property received by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as from the Administrative Agent deems enforcement of the pledge under the Pledges shall be transferred into the Lenders' shared ownership in the best interests amount corresponding to their Proportional Shares. 21.18.3 The funds received by the Lenders from the enforcement of the property pledged under the Pledges and/or its subsequent sale in accordance with Clause 21.18.2, and which remained after indemnification for the enforcement costs of the Lenders, in its sole discretion)the Facility Administrator, and the Pledge Manager and payment of other mandatory payments, shall use its good faith efforts be transferred into the Account of the Facility Administrator, and then distributed by the Facility Administrator between the Lenders according to collecttheir Proportional Shares. For the purposes of this Clause 21.18, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by an Event of Default shall be considered continuing from the time such event occurs until the Borrower and any Subsidiary Guarantor receives notification from the Facility Administrator that the Majority Lenders have agreed not to exercise their rights under the Loan Documents. In addition this Clause 21.18 due 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 such event 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 terminationcircumstance.

Acceleration. 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 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 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 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 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 Agent, the Borrower shall deposit in an account (the "Letter of Credit Cash Collateral Account Account") maintained with First Chicago in the name of the Agent, for the ratable benefit of the Lenders and the 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. The Borrower shall have no control over funds in the Letter of Credit Cash Collateral Account and Account, which funds shall be invested by the Agent from time to time in its discretion in certificates of deposit of First Chicago having a maturity not be entitled to receive any interest thereonexceeding thirty days. 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 days ten Business 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 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. (i) 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 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 Secured Obligations (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 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 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 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) While an Event of Default 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, Secured 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 Facility LCs 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 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 the Secured Obligations have been indefeasibly paid in full and the Aggregate Revolving Loan Commitment and Aggregate Term Loan Commitment have 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 paid to the Administrative Agent or paid 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, 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 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 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.