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 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. 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 CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary 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 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 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 CILCORP, CILCORP or any of its Subsidiaries (other than any Project Finance Subsidiary 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 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 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 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. (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 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 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 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. 8.1.1. If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to any Borrower, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Company will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive, and (iib) if any automatic or optional acceleration has occurred, upon notice to the Administrative Agent, as directed by the Required Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems Company and in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor under the Loan Documents. In addition to the foregoingcontinuing right to demand payment of all amounts payable under this Agreement, following make demand on the occurrence of a Default Company to pay, and so long as the Company will, forthwith upon such demand and without any Facility Letter of Credit has not been fully drawn and has not been cancelled further notice or expired by its termsact, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal pay to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or Agent the Collateral Shortfall Amount, which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under deposited in the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit LC Collateral Account following the payment of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationAccount.

Acceleration. 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. 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 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 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 7.6 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 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 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 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. 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 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 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. (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. 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 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. (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. (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. (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. 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. 11.1.1. If any Event of Default described in Sections 7.7 Section 10.1.6 or 7.8 10.1.7 occurs with respect to Borrowerthe Credit Parties, the obligations of the Lenders to make Advances and Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder shall LCs will automatically terminate and the Facility Obligations shall (other than Rate Management Obligations owed to Lender Counterparties) will immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Credit Parties will be and become thereby unconditionally obligated, without any further notice, act or demand, to deposit in an account with the Administrative Agent an amount in immediately available funds equal to the amount of LC Obligations in cash or cash equivalents reasonably satisfactory to the Administrative Agent, which funds will be applied pursuant to Section 11.1.2. If any other Event of Default occursoccurs and is continuing, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Administrative Agent with the consent of the Required Lenders, at any time prior to 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 LCs, or declare the Facility Obligations (other than Rate Management Obligations owed to Lender Counterparties) to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility in which event such Obligations shall will become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which Borrower the Borrowers hereby expressly waives waive, and (iib) if on notice to the Borrowers and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrowers to pay, and the Borrowers will, forthwith on such demand and without any automatic further notice or optional acceleration has occurredact, immediately pay to the Administrative Agent the amount in immediately available funds equal to the amount of such LC Obligations, which funds will be applied pursuant to Section 11.1.2. 11.1.2. The Administrative Agent may at any time or from time to time, after such funds are deposited with the Administrative Agent, apply such funds to the payment of the Obligations in accordance with Section 11.4 and any other amounts as directed may have become due and payable by the Required Credit Parties to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition Such funds (to the foregoing, following the occurrence of a Default and so long extent not applied as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal aforesaid) will be returned to the aggregate undrawn face amount of Borrowers (i) after all outstanding Facility Letters of Credit and all fees such Obligations and other amounts due or which may become due with respect thereto. Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Collateral Account following the payment of all Facility Obligations been paid in full shall, unless the Administrative Agent is otherwise directed by a court or (ii) within three (3) Business Days after all Events of competent jurisdiction, be promptly paid over to Borrower. If, within 10 days after acceleration of the maturity of the Facility Obligations or termination of the obligations of the Lenders to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall have been obtained cured or entered, all of the Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to Borrower, rescind and annul such acceleration and/or terminationwaived.

Acceleration. 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 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 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. 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 Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to the Borrower, the obligations of the Lenders to make Loans hereunder, and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs, shall automatically terminate and the Facility Obligations shall immediately become due and payable and Borrower shall be and become unconditionally obligated to pay the same 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 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 of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives 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 Loans, and the obligation and power of the LC Issuer 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 cancel 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 (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 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 7.7 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. If any an Event of Default described (other than an Event of Default specified in Sections 7.7 Section 6.01(5) or 7.8 (6) hereof) occurs with respect to Borrowerand is continuing, the obligations Trustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount of the Lenders Securities at the time outstanding by notice to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate the Company and the Facility Obligations Trustee, may declare the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) to the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) shall become and be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) hereof occurs and is continuing, the Issue Price and accrued Original Issue Discount (or, if the Securities have been converted to Semiannual Coupon Debentures, the Restated Principal Amount, plus accrued and unpaid interest) on all the Securities shall become and be immediately become due and payable without any election declaration or action other act on the part of the Administrative Agent Trustee or any LenderHolders. If The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to 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 curedHolder), may permanently terminate rescind an acceleration and its consequences if the obligations rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Lenders to make Loans hereunder Issue Price and declare the Facility Obligations to be due and payableaccrued Original Issue Discount (or, or both, whereupon if the Required Lenders elected Securities have been converted 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 occurredSemiannual Coupon Debentures, the Administrative AgentRestated Principal Amount, 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 plus accrued 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 unpaid interest) that have 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 solely as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 with respect acceleration and if all amounts due to Borrower) and before any judgment or decree for the payment of the Facility Obligations due shall Trustee under Section 7.07 hereof have been obtained paid. No such rescission shall affect any subsequent or entered, all other Default or Event 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 terminationDefault or impair any consequent right.

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

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

Acceleration. 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 Xxxxx 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. (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. (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 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. (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 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 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 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 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 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 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 Xxxxx 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 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. 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. If any Event of Default described (other than an Event of Default specified in Sections 7.7 clause (g) or 7.8 (h) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable immediately. Upon any such declaration, the Senior Subordinated Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to Borrowerthe Company, the obligations any of the Lenders to make Loans and to issue Facility Letters its Significant Subsidiaries that are Restricted Subsidiaries or any group of Credit hereunder Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Notes shall automatically terminate and the Facility Obligations shall immediately become be due and payable without any election further action or action on the part notice. Holders of the Administrative Agent Senior Subordinated Notes may not enforce this Senior Subordinated Note Indenture or any Lenderthe Senior Subordinated Notes except as provided in this Senior Subordinated Note Indenture. If any other an Event of Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and the Required Lenders, at any time occurs prior to the date that such Default has been fully curedAugust 1, may permanently terminate the obligations 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Lenders Company with the intention of avoiding the prohibition on redemption of the Senior Subordinated Notes prior to make Loans hereunder and declare August 1, 2003, then the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations premium specified in this Senior Subordinated Indenture shall also 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 payable to the foregoing, following extent permitted by law upon 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 Senior Subordinated Notes. The Company is required to deliver to the Facility Obligations or termination of Senior Subordinated Note Trustee annually a statement regarding compliance with this Senior Subordinated Note Indenture, and the obligations of the Lenders to make Loans hereunder as a result Company is required upon becoming aware of any Default (other than any or Event of Default, to deliver to the Senior Subordinated Note Trustee a statement specifying such Default as described in Sections 7.7 or 7.8 with respect to Borrower) and before any judgment or decree for the payment Event 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 terminationDefault.

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 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders to make Revolving 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, or (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 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 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 other 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 waives. The Agent deems in the best interests shall use commercially reasonable efforts to provide notice of the Lenderstermination or suspension of the obligations or any other matters set forth in this Section 8.1; provided, that the failure of the Agent to provide such notice shall in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing no way affect the obligations and diligently pursuing judicial action, all amounts owed by liabilities of Borrower under this Agreement and any Subsidiary Guarantor other Loan Documents or the rights and remedies of the Agent or any of the Lenders under this Agreement or any of 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 ten (10) 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 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 Borrower, rescind and annul such acceleration and/or termination. In addition to the foregoing, on demand by Agent at any time after the occurrence and during the continuance of any Default, Borrower will immediately Cash Collateralize all or any outstanding Letters of Credit until the earlier of (i) payment and performance in full of all Obligations and termination of this Agreement or (ii) such time as such Default no longer exists (as determined by Agent in its reasonable sole discretion); provided, that in the event an outstanding Letter of Credit terminates or expires, Agent shall immediately release and return the amount of Cash Collateral, if any, which collateralized such outstanding Letter of Credit.

Acceleration. If any Default described in Sections Section 7.5, 7.6 or 7.7 or 7.8 occurs with respect to Borroweroccurs, the obligations of the Lenders Banks to make Loans and to issue Facility Letters of Credit the Borrower hereunder shall automatically terminate and the Facility Obligations of the Borrower shall immediately become due and payable without any election or action on the part of the Administrative Agent or any LenderBank. If any other Default occurs, so long as a Default exists Lenders shall have no obligation to make any Loans and (a) the Required Lenders, at any time prior to the date that such Default has been fully cured, Majority Facility A Banks may permanently terminate or suspend the obligations of the Lenders Facility A Banks to make Facility A Loans hereunder and to the Borrower hereunder, or declare the Facility A Obligations of the Borrower to be due and payable, or both, and (b) the Majority Facility B Banks may terminate or suspend the obligations of the Facility B Banks to make Facility B Loans to the Borrower hereunder, or declare the Facility B Obligations of the Borrower to be due and payable, or both, whereupon if such Facility A Obligations or such Facility B Obligations, as the Required Lenders elected to accelerate (i) the Facility Obligations case may be, 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 14 days after acceleration of the maturity of the Facility A Obligations or termination of the obligations of the Lenders Facility A Banks to make Facility A Loans hereunder as a result of any Default (other than any Default as described in Sections Section 7.5, 7.6, 7.7 or 7.8 with respect to Borrower7.10) and before any judgment or decree for the payment of the Facility A Obligations due shall have been obtained or entered, all of the Lenders Majority Facility A Banks (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination. If, within 14 days after acceleration of the maturity of the Facility B Obligations or termination of the obligations of the Facility B Banks to make Facility B Loans hereunder as a result of any Default (other than any Default as described in Section 7.5, 7.6, 7.7 or 7.10) and before any judgment or decree for the payment of the Facility B Obligations due shall have been obtained or entered, the Majority Facility B Banks (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 Commitments and all other obligations of the Lenders to make Loans and of the Issuing Lender 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 and the Required Lenders, at any time prior to the date that such Default has been fully cured, may permanently terminate or suspend 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 and such other obligations of the Lenders 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 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 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 7.7 or 7.8. 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 2.8(b) and Section 2.27(c). Each such deposit pursuant to this paragraph or pursuant to Section 2.8(b) or Section 2.27(c) 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 relevant 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 Lender 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 relevant 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 2.8(b) or Section 2.27(c), 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 2.8(b) or Section 2.27(c), as applicable, 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 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 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 Required Lenders Administrative Agent the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit Collateral Account and shall Account, which funds will be invested by the 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 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 Upon the occurrence of either (each an "ACCELERATION EVENT") (i) a Change of Control of the Surviving Corporation in Sections 7.7 which the purchaser or 7.8 occurs with respect successor in interest to Borrower, ownership of the Surviving Corporation does not as a condition to such Change of Control expressly agree in a writing delivered to the Stockholder Representative (for benefit of the Stockholders) to assume the obligations of the Lenders to make Loans and to issue Facility Letters of Credit Buyer hereunder shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part in respect of the Administrative Agent Milestone Payments and provide for equitable and appropriate change, conversion 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 exchange of the Lenders to make Loans hereunder and declare Milestone Shares, upon issuance, for shares of an equivalent class of stock of the Facility Obligations to be due and payable, acquiring or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest surviving entity or notice of any kind, all of which Borrower hereby expressly waives and (ii) if any automatic merger, consolidation, share exchange, recapitalization, sale of all or optional acceleration has occurredsubstantially all of the assets, liquidation or similar or other transaction involving the Buyer and where it is not the surviving corporation, or in which the Buyer becomes a wholly or substantially owned subsidiary of another entity ("BUYER CHANGE OF CONTROL"), and in connection therewith provision is not made in a writing delivered to the Stockholder Representative for the benefit of the Stockholders for the continued payment of the Milestone Payments and for the equitable and appropriate change, conversion or exchange of the Milestone Shares, upon issuance, for shares of an equivalent class of stock of the acquiring or surviving entity, then as a condition to such Acceleration Event, and in order to prevent the dilution or enlargement of the benefits or potential benefits intended to enure to the Stockholders in respect of the Milestone Payments, 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), Stockholders 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 and shall be promptly applied paid by Buyer the Administrative Agent total consideration (in cash and shares of Buyer Common Stock) that would become due if the requirements or conditions to reimburse payment applicable to each Milestone remaining after the Issuing Bank for drafts drawn from time date of such Acceleration Event had been achieved and the corresponding Milestone Payment had been made (each an "ACCELERATED MILESTONE PAYMENT"), except to time under the Facility Letters of Credit extent such consideration has then already been paid pursuant to Section 1.9(e) above. Buyer and associated issuance costs and fees. Such funds, if any, remaining Merger Sub shall pay such Accelerated Milestone Payments in the Letter manner set forth in Section 1.8(b) immediately prior to the effective time and conditioned upon the occurrence 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 terminationAcceleration Event.

Acceleration. If On and at any time after the occurrence of an Event of Default described in Sections 7.7 which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Parent: (a) cancel the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled; (b) declare that all or 7.8 occurs with respect to Borrower, the obligations part of the Lenders Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; (c) declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; (d) declare that cash cover in respect of an amount equal to make Loans and to issue Facility Letters the outstanding amount of any Letter of Credit hereunder is immediately due and payable at which time it shall automatically terminate become immediately due and payable; (e) declare that cash cover in respect of an amount equal to the Facility Obligations outstanding amount of any Letter of Credit is payable on demand at which time it shall immediately become due and payable without any election or action on demand by the Agent on the instructions of the Majority Lenders; (f) declare all or any part of the Administrative Agent amounts (or any Lender. If any other Default occurs, so long as a Default exists Lenders shall have no obligation cash cover in relation to make any Loans and those amounts) 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 Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable; (g) declare that all or bothany part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, whereupon if at which time they shall immediately become payable on demand by the Required Lenders elected Agent on the instructions of the Majority Lenders; and/or (h) exercise or direct the Security Agent to accelerate exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clause 28.10 (iUS Insolvency Proceedings) in relation to a Borrower the Facility Obligations to the extent otherwise available to such Borrower shall cease to be available to that Borrower and all Utilisations made available to such Borrower shall become immediately due and payable and all accrued interest, and all other amounts accrued under the Finance Documents owing from such Borrower shall become immediately due and payable, in each case without presentmentdeclaration, demand, protest notice or demand by or to any persons; and provided further that the operation of the above proviso may be waived by the Majority Lenders and that the fact that amounts owing from such Borrower have become immediately due and payable shall not result in any contingent obligations owed by any other members of the Group under any guarantee under Clause 23 (Guarantee and indemnity) becoming an actual obligation until the Agent makes the relevant 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, Parent as directed by the Required Majority 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 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 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 terminationthis Clause.

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, 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 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 (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. (i) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the 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 The Agent may at any automatic time or optional acceleration has occurredfrom time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the Administrative Agent, payment of the 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 . (iii) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Secured Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate 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 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. (iv) 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 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 there 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 Upon the occurrence of an Event of Default (other than an Event of Default described in Sections 7.7 paragraph (d), (f) or 7.8 occurs with respect (j) of Section 8.1) and at any time and from time to Borrowertime thereafter, as long as such Event of Default continues to exist, in addition to any other rights or remedies available to the Governmental Lender pursuant to the Borrower Loan Documents or at law or in equity, the obligations Funding Lender shall take such action as is available under the Funding Loan Documents, the Borrower Loan Documents, applicable Legal Requirements or equity (whether directly or by directing the actions of the Lenders Fiscal Agent), without any separate notice or demand, other than as required under applicable Legal Requirements, as the Funding Lender deems advisable to make Loans protect and enforce its rights against the Borrower and in and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Project, including declaring the Borrower Payment Obligations shall to be immediately become due and payable (including, without any election or action limitation, the principal of, Prepayment Premium, if any, and interest on and all other amounts due 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 Borrower Note to be immediately due and payable), and applying such payment of the Borrower Payment Obligations in any manner and in any order determined by Funding Lender, in Funding Lender’s sole and absolute discretion to the prepayment of the Funding Loan pursuant to Section 3.1 of the Funding Loan Agreement; and upon any Event of Default described in paragraph (d), (f), (j) or both(m) of Section 8.1, whereupon if the Required Lenders elected to accelerate (i) the Facility Borrower Payment Obligations shall become immediately due and payablepayable at the Funding Lender’s election, in the Funding Lender’s sole discretion (as the case may be), without presentment, notice or demand, protest or notice of any kind, all of which and the Borrower hereby expressly waives any such notice or demand, anything contained in any Loan Document to the contrary notwithstanding. Notwithstanding anything herein to the contrary, enforcement of remedies hereunder and (ii) if any automatic or optional acceleration has occurred, under the Administrative Agent, as directed Funding Loan Agreement shall be controlled 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 terminationFunding Lender.

Acceleration. (i) If any Default described in Sections Section 7.6 or 7.7 or 7.8 occurs with respect to Borrowerthe Borrower or any of its Subsidiaries, the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility Letters of Credit hereunder LCs shall automatically terminate and the Facility Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the LC Issuer or any LenderLender and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the excess of (x) the amount of LC Obligations at such time, over (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the "Collateral Shortfall Amount"). If any other Default occurs, so long as a Default exists the Required Lenders shall have no obligation to make any Loans and (or the Agent with the consent of the Required Lenders, at any time prior to the date that such Default has been fully cured, ) may permanently (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuer to issue Facility LCs, or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or notice of any kind, all of which the Borrower hereby expressly waives waives, and (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (ii) if If at any automatic or optional acceleration has occurredtime while any Default is continuing, the Administrative AgentAgent determines that the Collateral Shortfall Amount 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 or any other amounts as directed shall from time to time have become due and payable by the Required Borrower to the Lenders (or if no such direction is given within 30 days after a request for direction, as the Administrative Agent deems in the best interests of the Lenders, in its sole discretion), shall use its good faith efforts to collect, including without limitation, by filing and diligently pursuing judicial action, all amounts owed by Borrower and any Subsidiary Guarantor LC Issuer under the Loan Documents. In addition to . (iv) At any time while any Default is continuing, neither the foregoing, following Borrower nor any Person claiming on behalf of or through the occurrence of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its terms, upon demand by the Required Lenders Borrower shall deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. Borrower shall have no control over any right to withdraw any of the funds held in the Letter Facility LC Collateral Account. After all of Credit Collateral Account the Obligations have been indefeasibly paid in full and shall not be entitled to receive the Aggregate Commitment has been terminated, any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit and associated issuance costs and fees. Such funds, if any, remaining in the Letter of Credit Facility LC Collateral Account following shall be returned by the payment of all Facility Obligations in full shall, unless Agent to the Administrative Agent is otherwise directed by a court of competent jurisdiction, Borrower or paid to whomever may be promptly paid over to Borrower. legally entitled thereto at such time. (v) If, within 10 ten (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 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 any Borrower, Industries or any other Guarantor, the obligations of the Lenders to make Loans and or to issue Facility Letters of Credit hereunder shall automatically terminate (whereupon the Commitments and the Facility Swing Line Commitment shall terminate immediately) and the 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 or to issue Facility Letters of Credit hereunder (whereupon the Commitments and the Swing Line Commitment shall terminate immediately), or declare the Facility Obligations to be due and payable, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives and (ii) if whether or not any automatic beneficiary of any Facility Letter of Credit or optional acceleration has occurredany transferee thereof shall have presented, or is permitted at such time to present, 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 drafts and other documents required under any Facility Letter 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 DocumentsCredit. In addition to the foregoing, following the occurrence of a Default and under Section 7.2, so long as any Facility Letter of Credit has not been fully drawn and has not been cancelled or expired by its termsexpired, upon written demand by the Required Lenders Borrower Agent, the Borrowers shall deposit in and maintain with the Letter of Credit Collateral Account Agent an account with cash in an amount equal to the aggregate undrawn face amount of all outstanding Facility Letters of Credit issued by the Issuers 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 such cash deposit account, which shall not be entitled to receive any non-interest thereonbearing. Such funds shall be promptly applied transferred by the Administrative Agent to the applicable Issuer to reimburse the Issuing Bank it 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 such cash deposit account following the payment payments 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 to Borrowerthe Borrowers. 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 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 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.any

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 Revolving Credit Lenders holding 51% or more of the Required Lenders Revolving Credit Commitments 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 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 with respect Without prejudice to BorrowerEssential Energy’s other rights and remedies, 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 LendersEssential Energy’s Representative may, at any time prior to the date Date of Delivery direct the Supplier to accelerate the work under a Purchase Order Contract or part of that work to reduce the time required to achieve Delivery (“Acceleration If Essential Energy provides an Acceleration Direction, the Supplier: (a) must comply with that direction if it is reasonably practicable for it to do so; (b) must promptly provide a plan for such Default has been fully curedacceleration, may permanently terminate including its recommendations for the obligations most effective and economical acceleration; and (c) (subject to the final paragraph of this clause 20.5 or except if the Supplier and Essential Energy otherwise mutually agree in writing), is entitled to claim such additional expenditure properly, reasonably and necessarily incurred by the Supplier (and supported by documentary evidence) arising directly out of the Lenders acceleration, and the Purchase Order Price shall be adjusted accordingly. If it is not reasonably practicable for the Supplier to make Loans hereunder comply with an Acceleration Direction it shall provide written notice to that effect with detailed reasons to Essential Energy within 7 days of receiving the written direction. If Essential Energy provides an Acceleration Direction to the Supplier under this clause 20.5 as an alternative to granting an Extension of Time (and declare it is reasonably practicable for the Facility Obligations Supplier to be due and payable, or both, whereupon if the Required Lenders elected comply) to accelerate the performance of the work under a Purchase Order Contract so as to overcome: (id) the Facility Obligations shall become immediately due and payable, without presentment, demand, protest or notice whole of any kind, all of which Borrower hereby expressly waives and (ii) if any automatic or optional acceleration has occurredthe delay in question, the Administrative Agent, as directed by the Required Lenders (or if Supplier shall 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 longer be entitled to receive any interest thereon. Such funds shall be promptly applied by the Administrative Agent to reimburse the Issuing Bank Extension of Time 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 that delay; or (e) part only of the maturity delay in question, the Supplier shall no longer be entitled to any Extension of Time for that part of the Facility Obligations or termination delay, but Essential Energy must grant an Extension of Time under clause 21.1 for the balance of the obligations delay. Prior to providing an Acceleration Direction Essential Energy may provide to the Supplier notice of its intention to do so and request the Supplier to provide in writing within 5 days the Supplier’s reasonable estimate of the Lenders to make Loans hereunder as a result extra costs it will incur in complying with the Acceleration Direction (“Supplier’s Estimate”) if issued. Within 5 days 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 receipt of the Facility Obligations due shall have been obtained or enteredSupplier’s Estimate, all Essential Energy may proceed to issue the Acceleration Direction and accept the Supplier’s Estimate in which case clause 20.5(a) to 20.5(c) apply except the Supplier’s entitlement by reason of the Lenders (Acceleration Direction shall not exceed the Supplier’s Estimate. If Essential Energy does not accept the Supplier’s Estimate, Essential Energy can still proceed in their sole discretion) shall so direct, the Administrative Agent shall, by notice accordance with this clause 20.5 to Borrower, rescind and annul such acceleration and/or terminationprovide an Acceleration Direction.

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 Bank One 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 Bank One 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 Upon the occurrence of any Default described in Sections 7.7 monetary default which remains uncured for (30) days or 7.8 occurs more, or should a nonmonetary default remain uncured for thirty (30) days or more following receipt of written notice to Borrower from Lender specifying with respect particularity such event of nonmonetary default (or, if such nonmonetary default cannot be reasonably cured within the thirty (30) day period, if the Borrower does not commence to Borrowercure such nonmonetary default within the thirty (30) day period or thereafter fails to diligently and continuously proceed to cure such nonmonetary default), the obligations Lender may, at its option, declare all Obligations, or any of the Lenders to make Loans and to issue Facility Letters of Credit hereunder shall automatically terminate and the Facility Obligations shall them (notwithstanding any provision thereof), 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 demand or notice of any kindkind and the same thereupon shall immediately become and be due and payable without demand or notice, 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 Lender 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 may exercise from time to time any and all rights and remedies of a Lender under the Facility Letters Uniform Commercial Code of Credit the State of Florida and associated issuance any and all other rights and remedies available to it under any other applicable law, including the right to foreclose this Agreement and the other instruments of security in the same proceedings. A monetary default shall be deemed to include failure to make payments of principal, interest and late charges under the Note as well as payments of taxes and governmental assessments and premiums for insurance under any instruments of security for the Note and this Agreement. Notwithstanding anything contained in the preceding sentences of this paragraph 11 to the contrary, there shall be no requirement of a curative period as set forth above in the event of a default described in subparagraphs (c), (d) or (e) of paragraph 10 hereof. Upon request or demand of Lender, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to the Lender and Borrower shall promptly pay all costs of Lender of collection of any and feesall of the Obligations and enforcements of rights hereunder, including reasonable attorneys' fees and legal expenses and expenses of any repairs to any of the Collateral and expenses of any repairs to any realty or other property to which any of the Collateral may be affixed or be a part. Such fundsExpenses of retaking, holding, preparing for sale, selling or the like, shall include those incurred on appeal, 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. (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 any an Event of Default described specified in Sections 7.7 Section 6.1(a), (b), (h) or 7.8 (i) above occurs and is continuing, each Holder of Preference Shares by written notice to the Guarantor and the Guarantee Trustee shall have the right to declare, with respect to Borrowerany Preference Share held by it, an amount (the “Acceleration Payment”), equal to the sum of (a) the Liquidation Preference per Preference Share and (b) the amount of all unpaid dividends per Preference Share for the then current Dividend Period only to the extent that dividends are not paid by the Bank (regardless of whether any dividends are actually declared for such Dividend Period) on such Preference Share, to be due and payable. If an Event of Default specified in Section 6.1(e) or (f) above occurs, the obligations of the Lenders Acceleration Payment with respect to make Loans all issued and to issue Facility Letters of Credit hereunder outstanding Preference Shares shall be automatically terminate and the Facility Obligations shall immediately become due and payable immediately without any election declaration or action other act on the part of the Administrative Agent Guarantee Trustee or any Lenderthe Holders of the Preference Shares. If any other Event of Default occursoccurs and is continuing, so long as a Default exists Lenders shall have no obligation the Guarantee Trustee by notice to make any Loans the Guarantor, or Holders other than the Guarantor holding Preference Shares representing not less than 25% of the aggregate Liquidation Preference of all Non-Guarantor Held Preference Shares at the time issued and outstanding by written notice to the Guarantor and the Required LendersGuarantee Trustee, may, and the Guarantee Trustee at the written request of any time prior to the date that such Default has been fully curedHolders shall, may permanently terminate the obligations of the Lenders to make Loans hereunder and declare the Facility Obligations Acceleration Payment with respect to all issued and outstanding Preference Shares to be due and payable. Upon such a declaration, or both, whereupon if the Required Lenders elected to accelerate (i) the Facility Obligations Acceleration Payment shall become immediately be 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 payable immediately by the Required Lenders (or if no such direction is given within 30 days after a request for directionGuarantor and the Guarantor shall irrevocably deposit, 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 at least one Business Day prior to the foregoingAcceleration Payment Date, following with 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 Guarantee Trustee in the Letter of Credit Collateral Account cash U.S. Dollars in immediately available funds an amount equal to the aggregate undrawn face amount Acceleration Payment payable to the Holders of the Preference Shares with respect to which a declaration has been made or the aggregate Acceleration Payment payable to the Holders of all issued and outstanding Facility Letters Preference Shares, as applicable. As soon as reasonably practicable following the deposit of Credit the aggregate Acceleration Payment with the Guarantee Trustee and all fees and other amounts due or which may become due notice from the Guarantor stating any additional information with respect theretoto the Acceleration Payment, the Guarantee Trustee shall mail or deliver notice to each affected Holder notifying such Holders of the information provided by the Guarantor and of the date of the Acceleration Payment (the “Acceleration Payment Date”). Borrower shall have no control over funds In the event of a declaration of acceleration pursuant to the foregoing paragraph because an Event of Default described in clause (d) of Section 6.1 has occurred and is continuing, the Letter declaration of Credit Collateral Account and shall not be entitled to receive any interest thereon. Such funds acceleration shall be promptly applied automatically annulled if the default triggering such Event of Default pursuant to clause (d) shall be remedied or cured by the Administrative Agent to reimburse Guarantor or waived by the Issuing Bank for drafts drawn from time to time under holders of the Facility Letters relevant Indebtedness within 30 days after the declaration of Credit acceleration with respect thereto and associated issuance costs and fees. Such funds, if any, remaining in (1) the Letter annulment of Credit Collateral Account following the payment acceleration of all Facility Obligations in full shall, unless the Administrative Agent is otherwise directed by Acceleration Payment would not conflict with any judgment or decree of a court of competent jurisdictionjurisdiction and (2) all existing Events of Default, be promptly paid over to Borrower. If, within 10 days after acceleration except nonpayment of the maturity Acceleration Payment have been cured or waived. (1) In the case of the Facility Obligations an Event of Default specified in Section 6.1(a), (b), (h) or termination (i) above, each Holder of the obligations of the Lenders Preference Shares that has exercised its right to make Loans hereunder as a result of any Default (other than any Default as described in Sections 7.7 or 7.8 accelerate may, with respect to Borrowersuch Preference Shares, and (2) and before any judgment in the case of an Event of Default specified in Section 6.1(c), (d) 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.g)

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. The Administrative Agent shall exercise the rights under this Section 8.1 and all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.1 (subject to the terms of Section 11.2) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding under any Debtor Relief Law relative to the Borrower or any other Loan Party; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent under this Section 8.1 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 11.2, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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 ) may by written notice to the date that such Default has been fully cured, may permanently Borrower terminate or suspend the obligations of the Lenders to make Loans hereunder and or issue Facility Letters of Credit hereunder, or by written notice to the Borrower 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 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 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 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 cure 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 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 Event of Default described in Sections 7.7 or 7.8 Section 8.7 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 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 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 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 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 Outstanding 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 ten (10) 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 Event of Default (other than any Event of Default as described in Sections 7.7 or 7.8 Section 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 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.