Common use of Defaults and Acceleration Clause in Contracts

Defaults and Acceleration. (i) If a Specified Derivatives Provider exercises any right to terminate or unwind one or more transactions under any Specified Derivatives Contract entered into by such Specified Derivatives Provider in connection with any event of default, termination event or similar event (each, however described in such Specified Derivatives Contract, a “Termination Event”) including, for the avoidance of doubt, any right to designate an “Early Termination Date” provided for in such Specified Derivatives Contract, then such Specified Derivatives Provider shall send written notice thereof to Administrative Agent, specifying in detail the nature of the related Termination Event. If a Specified Derivatives Provider sends any such notice in respect of any Loan Party’s default under any Specified Derivatives Contract to the Administrative Agent, then such Specified Derivatives Provider agrees to send notice to the Administrative Agent in the event such Loan Party cures said default. The failure of any Specified Derivatives Provider to deliver any notice contemplated by this clause (i) shall not (A) affect the validity of any termination or unwind of one or more transactions under any applicable Specified Derivatives Contract, (B) result in, or form the basis of, any breach of the applicable Specified Derivatives Contract, or (C) impose any liability on such Specified Derivatives Provider. (ii) Each Specified Derivatives Provider acknowledges that, subject to the terms of this Agreement, the Administrative Agent and the Lenders have the rights to declare Defaults and Events of Default under the Loan Documents, accelerate the Obligations and enforce such remedies as are available pursuant to the Loan Documents (including the Security Documents) or otherwise, including, without limitation, foreclosure. Each Specified Derivatives Provider agrees that while it may have the right to terminate or unwind one or more transactions under any Specified Derivatives Contract entered into by such Specified Derivatives Provider in respect of a Termination Event, only Administrative Agent shall have the right to enforce the remedies provided by the Loan Documents (or otherwise pursue remedies or recourse against the Collateral) arising from such Termination Event under such Specified Derivatives Contract entered into by such Specified Derivatives Provider. (iii) Each Specified Derivatives Provider acknowledges and agrees that (A) it shall only have recourse to the Collateral through the Administrative Agent and that it shall have no independent recourse to or right to take action in respect of the Collateral or any Loan Document and (B) the Administrative Agent shall have no obligation to, and shall not, take any action under any of the Loan Documents (including, without limitation, under any Security Document) except in accordance with the terms and conditions of this Agreement. (iv) Nothing herein shall be deemed to prohibit Administrative Agent or any Specified Derivatives Provider from delivering to any Loan Party any notice or demand which Administrative Agent or such Specified Derivatives Provider is entitled or required to give under the Loan Documents or any Specified Derivatives Contract entered into by such Specified Derivatives Provider, as the case may be, notifying the applicable Loan Party of the existence of the default or breach and affording such Loan Party the opportunity to cure such default or breach in accordance with the terms of the Loan Documents or any Specified Derivatives Contract entered into by such Specified Derivatives Provider, as the case may be. (v) Nothing contained herein shall restrict the rights of a Specified Derivatives Provider to pursue remedies, by proceedings in law and equity, or to enforce its rights in accordance with the provisions of any Specified Derivatives Contract entered into by such Specified Derivatives Provider, to the extent that pursuit of such remedies or enforcement does not relate to the Collateral or interfere with the Administrative Agent’s ability to take action under any of the Loan Documents (including, without limitation, under the Security Documents) or against any Loan Party. For the avoidance of doubt, nothing contained in this clause (v) shall restrict the rights of a Specified Derivatives Provider to terminate or unwind one or more transactions under any applicable Specified Derivatives Contract in accordance with the terms hereof. (vi) No Specified Derivatives Provider shall contest the validity, perfection, priority or enforceability of, or seek to avoid, any Lien securing any Obligation or any of the Loan Documents. No Specified Derivatives Provider shall have the right to obtain any of the Collateral or the benefit of any Lien on any Pledged Collateral (as defined in the Pledge Agreement) except as expressly provided herein.

Defaults and Acceleration. (i) If a Specified Derivatives Provider an Approved Counterparty exercises any right to terminate or unwind one or more transactions under any Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives Provider Approved Counterparty in connection with any event of default, termination event or similar event (each, however described in such Specified Derivatives Secured Swap Contract, a “Termination Event”) including, for the avoidance of doubt, any right to designate an “Early Termination Date” provided for in such Specified Derivatives Secured Swap Contract, then such Specified Derivatives Provider Approved Counterparty shall send written notice thereof to Administrative Agent, specifying in detail the nature of the related Termination Event. If a Specified Derivatives Provider an Approved Counterparty sends any such notice in respect of any Loan Party’s default under any Specified Derivatives Secured Swap Contract to the Administrative Agent, then such Specified Derivatives Provider Approved Counterparty agrees to send notice to the Administrative Agent in the event such Loan Party cures said default. The failure of any Specified Derivatives Provider Approved Counterparty to deliver any notice contemplated by this clause (i) shall not (A) affect the validity of any termination or unwind of one or more transactions under any applicable Specified Derivatives Secured Swap Contract, (B) result in, or form the basis of, any breach of the applicable Specified Derivatives Secured Swap Contract, or (C) impose any liability on such Specified Derivatives ProviderApproved Counterparty. (ii) Each Specified Derivatives Provider Approved Counterparty acknowledges that, subject to the terms of this Agreement, the Administrative Agent and the Lenders have the rights to declare Defaults and Events of Default under the Loan Documents, accelerate the Obligations and enforce such remedies as are available pursuant to the Loan Documents (including the Security Collateral Documents) or otherwise, including, without limitation, foreclosure. Each Specified Derivatives Provider Approved Counterparty agrees that while it may have the right to terminate or unwind one or more transactions under any Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives Provider Approved Counterparty in respect of a Termination Event, only Administrative Agent shall have the right to enforce the remedies provided by the Loan Documents (or otherwise pursue remedies or recourse against the Collateral) arising from such Termination Event under such Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives ProviderApproved Counterparty. (iii) Each Specified Derivatives Provider Approved Counterparty acknowledges and agrees that (A) it shall only have recourse to the Collateral through the Administrative Agent and that it shall have no independent recourse to or right to take action in respect of the Collateral or any Loan Document and (B) the Administrative Agent shall have no obligation to, and shall not, take any action under any of the Loan Documents (including, without limitation, under any Security Collateral Document) except in accordance with the terms and conditions of this Agreement. (iv) Nothing herein shall be deemed to prohibit Administrative Agent or any Specified Derivatives Provider Approved Counterparty from delivering to any Loan Party any notice or demand which Administrative Agent or such Specified Derivatives Provider Approved Counterparty is entitled or required to give under the Loan Documents or any Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives ProviderApproved Counterparty, as the case may be, notifying the applicable Loan Party of the existence of the default or breach and affording such Loan Party the opportunity to cure such default or breach in accordance with the terms of the Loan Documents or any Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives ProviderApproved Counterparty, as the case may be. (v) Nothing contained herein shall restrict the rights of a Specified Derivatives Provider an Approved Counterparty to pursue remedies, by proceedings in law and equity, or to enforce its rights in accordance with the provisions of any Specified Derivatives Secured Swap Contract entered into by such Specified Derivatives ProviderApproved Counterparty, to the extent that pursuit of such remedies or enforcement does not relate to the Collateral or interfere with the Administrative Agent’s ability to take action under any of the Loan Documents (including, without limitation, under the Security Collateral Documents) or against any Loan Party. For the avoidance of doubt, nothing contained in this clause (v) shall restrict the rights of a Specified Derivatives Provider an Approved Counterparty to terminate or unwind one or more transactions under any applicable Specified Derivatives Secured Swap Contract in accordance with the terms hereof. (vi) No Specified Derivatives Provider Approved Counterparty shall contest the validity, perfection, priority or enforceability of, or seek to avoid, any Lien securing any Obligation or any of the Loan Documents. No Specified Derivatives Provider Approved Counterparty shall have the right to obtain any of the Collateral or the benefit of any Lien on any Pledged Collateral (as defined in the Pledge Agreement) except as expressly provided herein.

Defaults and Acceleration. (i) If a Specified Derivatives Provider an Approved Counterparty exercises any right to terminate or unwind one or more transactions under any Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives Provider Approved Counterparty in connection with any event of default, termination event or similar event (each, however described in such Specified Derivatives ContractSecured Hedge Agreement, a “Termination Event”) including, for the avoidance of doubt, any right to designate an “Early Termination Date” provided for in such Specified Derivatives ContractSecured Hedge Agreement, then such Specified Derivatives Provider Approved Counterparty shall send written notice thereof to Administrative Agent, specifying in detail the nature of the related Termination Event. If a Specified Derivatives Provider an Approved Counterparty sends any such notice in respect of any Loan PartyBorrower’s (or its affiliate’s) default under any Specified Derivatives Contract Secured Hedge Agreement to the Administrative Agent, then such Specified Derivatives Provider Approved Counterparty agrees to send notice to the Administrative Agent in the event such Loan Party Borrower (or its affiliate) cures said default. The failure of any Specified Derivatives Provider Approved Counterparty to deliver any notice contemplated by this clause (i) shall not (A) affect the validity of any termination or unwind of one or more transactions under any applicable Specified Derivatives ContractSecured Hedge Agreement, (B) result in, or form the basis of, any breach of the applicable Specified Derivatives ContractSecured Hedge Agreement, or (C) impose any liability on such Specified Derivatives ProviderApproved Counterparty. (ii) Each Specified Derivatives Provider Approved Counterparty acknowledges that, subject to the terms of this Agreement, the Administrative Agent and the Lenders have the rights to declare Defaults and Events of Default under the Loan Documents, accelerate the Obligations and enforce such remedies as are available pursuant to the Loan Documents (including the Security Collateral Documents) or otherwise, including, without limitation, foreclosure. Each Specified Derivatives Provider Approved Counterparty agrees that while it may have the right to terminate or unwind one or more transactions under any Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives Provider Approved Counterparty in respect of a Termination Event, only Administrative Agent shall have the right to enforce the remedies provided by the Loan Documents (or otherwise pursue remedies or recourse against the Pledged Collateral) arising from such Termination Event under such Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives ProviderApproved Counterparty. (iii) Each Specified Derivatives Provider Approved Counterparty acknowledges and agrees that (A) it shall only have recourse to the Pledged Collateral through the Administrative Agent and that it shall have no independent recourse to or right to take action in respect of the Pledged Collateral or any Loan Document and (B) the Administrative Agent shall have no obligation to, and shall not, take any action under any of the Loan Documents (including, without limitation, under any Security Collateral Document) except in accordance with the terms and conditions of this Agreement. (iv) Nothing herein shall be deemed to prohibit Administrative Agent or any Specified Derivatives Provider Approved Counterparty from delivering to any Loan Party Borrower (and/or its affiliates) any notice or demand which Administrative Agent or such Specified Derivatives Provider Approved Counterparty is entitled or required to give under the Loan Documents or any Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives ProviderApproved Counterparty, as the case may be, notifying the applicable Loan Party Borrower (and/or its affiliates) of the existence of the default or breach and affording such Loan Party Borrower (and/or its affiliates) the opportunity to cure such default or breach in accordance with the terms of the Loan Documents or any Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives ProviderApproved Counterparty, as the case may be. (v) Nothing contained herein shall restrict the rights of a Specified Derivatives Provider an Approved Counterparty to pursue remedies, by proceedings in law and equity, or to enforce its rights in accordance with the provisions of any Specified Derivatives Contract Secured Hedge Agreement entered into by such Specified Derivatives ProviderApproved Counterparty, to the extent that pursuit of such remedies or enforcement does not relate to the Pledged Collateral or interfere with the Administrative Agent’s ability to take action under any of the Loan Documents (including, without limitation, under the Security Collateral Documents) or against any Loan Party. For the avoidance of doubt, nothing contained in this clause (v) shall restrict the rights of a Specified Derivatives Provider an Approved Counterparty to terminate or unwind one or more transactions under any applicable Specified Derivatives Contract Secured Hedge Agreement in accordance with the terms hereof. (vi) No Specified Derivatives Provider Approved Counterparty shall contest the validity, perfection, priority or enforceability of, or seek to avoid, any Lien securing any Obligation or any of the Loan Documents. No Specified Derivatives Provider Approved Counterparty shall have the right to obtain any of the Pledged Collateral or the benefit of any Lien on any Pledged Collateral (as defined in the Pledge Agreement) except as expressly provided herein.