Common use of Termination of Revolving Loan Commitments; Acceleration Clause in Contracts

Termination of Revolving Loan Commitments; Acceleration. (A) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company or any of its Subsidiaries, the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder shall automatically terminate 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, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Company expressly waives. (B) If any proceeds of Pledged Equity are received by the Administrative Agent after a Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably to the payment of the Obligations in the following order of priority: first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Company and its Subsidiaries, second, to pay any fees or expense reimbursements then due to the Lenders from the Company and its Subsidiaries, third, to pay interest then due and payable on the Loans ratably, fourth, on a ratable basis, to repay and prepay principal on the Loans and unreimbursed L/C Drafts, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid L/C Drafts to be held as cash collateral for such Obligations and sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Company and its Subsidiaries. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Termination of Revolving Loan Commitments; Acceleration. (A) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company Company, any Significant Subsidiary, any Subsidiary Borrower or any of its SubsidiariesSubsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the Issuing Bank or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of (x) one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less (y) the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, the Required Lenders may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Company each Borrower expressly waives, 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 L/C Collateral Account. (B) If at any proceeds of Pledged Equity are received by time while any Default is continuing, the Administrative Agent after a Default has occurred and determines that the Collateral Shortfall Amount at such time is continuing and greater than zero, the Administrative Agent so elects may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Required Lenders so directAdministrative Agent the Collateral Shortfall Amount, such which funds shall be applied ratably deposited in the L/C Collateral Account. At any time while any Default is continuing, none of the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. (C) If at any time following any deposit of funds into the L/C Collateral Account pursuant to clause (A) or (B) of this Section 9.1 the Default giving rise to such obligation to deposit cash collateral shall be cured, waived otherwise cease to be continuing and no other Default or any Unmatured Default shall then have occurred and be continuing, the Administrative Agent shall determine the Net Aggregate Credit Exposure at such time and release and disburse funds from the L/C Collateral Account to the Borrowers to the extent required pursuant to Section 2.4(B)(iii). (D) If, after acceleration of the maturity of the 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 Default (other than any Default as described in Section 8.1(F) or (G) with respect to the Company, any Significant Subsidiary, any Subsidiary Borrower or any Subsidiary Guarantor) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in the following order of priority: firsttheir sole discretion) shall so direct, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Company and its Subsidiariesshall, second, to pay any fees or expense reimbursements then due by notice to the Lenders from the Company Borrowers, rescind and its Subsidiaries, third, to pay interest then due and payable on the Loans ratably, fourth, on a ratable basis, to repay and prepay principal on the Loans and unreimbursed L/C Drafts, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid L/C Drafts to be held as cash collateral for annul such Obligations and sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Company and its Subsidiaries. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligationsacceleration and/or termination.

Termination of Revolving Loan Commitments; Acceleration. (A) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company or any of its Subsidiariesoccurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, any Issuing Bank or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of (x) one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less (y) the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, (a) the Administrative Agent may, and at the request of Required Revolving Loan Lenders may shall, terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank Banks to issue Letters of Credit hereunderhereunder and (b) the Administrative Agent may, or and at the request of the Required Lenders shall, (i) declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Company each Borrower expressly waives, and (ii) 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 L/C Collateral Account. (B) If at any proceeds of Pledged Equity are received by time while any Default is continuing, the Administrative Agent after a Default has occurred and determines that the Collateral Shortfall Amount at such time is continuing and greater than zero, the Administrative Agent so elects may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Required Lenders so directAdministrative Agent the Collateral Shortfall Amount, such which funds shall be applied ratably deposited in the L/C Collateral Account. At any time while any Default is continuing, none of the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. (C) If at any time following any deposit of funds into the L/C Collateral Account pursuant to clause (A) or (B) of this Section 9.1 the Default giving rise to such obligation to deposit cash collateral shall be cured, waived otherwise cease to be continuing and no other Default or any Unmatured Default shall then have occurred and be continuing, the Administrative Agent shall determine the Net Aggregate Revolving Credit Exposure at such time and release and disburse funds from the L/C Collateral Account to the Borrowers to the extent required pursuant to Section 2.4(B)(ii). (D) If, after acceleration of the maturity of the Obligations or termination of the obligations of the Revolving Loan Lenders to make Revolving Loans and the obligation and power of the Issuing Banks to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.1(F) or (G)) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in the following order case of priority: firstany such acceleration) or Required Revolving Loan Lenders (in the case of any such termination) (in each case, to pay any feesin their sole discretion) shall so direct, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Company and its Subsidiariesshall, second, to pay any fees or expense reimbursements then due by notice to the Lenders from the Company Borrowers, rescind and its Subsidiaries, third, to pay interest then due and payable on the Loans ratably, fourth, on a ratable basis, to repay and prepay principal on the Loans and unreimbursed L/C Drafts, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid L/C Drafts to be held as cash collateral for annul such Obligations and sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Company and its Subsidiaries. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligationsacceleration and/or termination.

Termination of Revolving Loan Commitments; Acceleration. (A) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company or any of its Subsidiariesoccurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the Issuing Bank or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of (x) one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less (y) the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, (a) the Administrative Agent may, and at the request of Required Revolving Loan Lenders may shall, terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunderhereunder and (b) the Administrative Agent may, or and at the request of the Required Lenders shall, (i) declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Company each Borrower expressly waives, and (ii) 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 L/C Collateral Account. (B) If at any proceeds of Pledged Equity are received by time while any Default is continuing, the Administrative Agent after a Default has occurred and determines that the Collateral Shortfall Amount at such time is continuing and greater than zero, the Administrative Agent so elects may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Required Lenders so directAdministrative Agent the Collateral Shortfall Amount, such which funds shall be applied ratably deposited in the L/C Collateral Account. At any time while any Default is continuing, none of the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. (C) If at any time following any deposit of funds into the L/C Collateral Account pursuant to clause (A) or (B) of this Section 9.1 the Default giving rise to such obligation to deposit cash collateral shall be cured, waived otherwise cease to be continuing and no other Default or any Unmatured Default shall then have occurred and be continuing, the Administrative Agent shall determine the 2019 Net Aggregate Revolving Credit Exposure at such time and release and disburse funds from the L/C Collateral Account to the Borrowers to the extent required pursuant to Section 2.4(B)(iii). (D) If, after acceleration of the maturity of the Obligations or termination of the obligations of the Revolving Loan Lenders to make Revolving Loans and the obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.1(F) or (G)) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in the following order case of priority: firstany such acceleration) or Required Revolving Loan Lenders (in the case of any such termination) (in each case, to pay any feesin their sole discretion) shall so direct, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Company and its Subsidiariesshall, second, to pay any fees or expense reimbursements then due by notice to the Lenders from the Company Borrowers, rescind and its Subsidiaries, third, to pay interest then due and payable on the Loans ratably, fourth, on a ratable basis, to repay and prepay principal on the Loans and unreimbursed L/C Drafts, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid L/C Drafts to be held as cash collateral for annul such Obligations and sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Company and its Subsidiaries. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligationsacceleration and/or termination.

Termination of Revolving Loan Commitments; Acceleration. (A) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company or any of its Subsidiariesoccurs, the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election or action on the part of the Administrative Agent Agent, the Issuing Bank or any LenderLender and the Borrowers will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in each Agreed Currency, in immediately available funds, equal to the difference of (x) one hundred five percent (105%) of the amount of L/C Obligations denominated in such Agreed Currency at such time, less (y) the amount of such Agreed Currency on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, in the aggregate for all Agreed Currencies, the “Collateral Shortfall Amount”), which funds shall be held in the L/C Collateral Account. If any other Default occurs, (a) the Administrative Agent may, and at the request of Required Revolving Loan Lenders may shall, terminate or suspend the obligations of the Revolving Loan Lenders to make Revolving Loans hereunder and the obligation of the Issuing Bank to issue Letters of Credit hereunderhereunder and (b) the Administrative Agent may, or and at the request of the Required Lenders shall, (i) declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Company each Borrower expressly waives, and (ii) 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 L/C Collateral Account. (B) If at any proceeds of Pledged Equity are received by time while any Default is continuing, the Administrative Agent after a Default has occurred and determines that the Collateral Shortfall Amount at such time is continuing and greater than zero, the Administrative Agent so elects may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Required Lenders so directAdministrative Agent the Collateral Shortfall Amount, such which funds shall be applied ratably deposited in the L/C Collateral Account. At any time while any Default is continuing, none of the Borrowers nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. (C) If at any time following any deposit of funds into the L/C Collateral Account pursuant to clause (A) or (B) of this Section 9.1 the Default giving rise to such obligation to deposit cash collateral shall be cured, waived otherwise cease to be continuing and no other Default or any Unmatured Default shall then have occurred and be continuing, the Administrative Agent shall determine the 2017 Net Aggregate Revolving Credit Exposure at such time and release and disburse funds from the L/C Collateral Account to the Borrowers to the extent required pursuant to Section 2.4(B)(iii). (D) If, after acceleration of the maturity of the Obligations or termination of the obligations of the Revolving Loan Lenders to make Revolving Loans and the obligation and power of the Issuing Bank to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 8.1(F) or (G)) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in the following order case of priority: firstany such acceleration) or Required Revolving Loan Lenders (in the case of any such termination) (in each case, to pay any feesin their sole discretion) shall so direct, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Company and its Subsidiariesshall, second, to pay any fees or expense reimbursements then due by notice to the Lenders from the Company Borrowers, rescind and its Subsidiaries, third, to pay interest then due and payable on the Loans ratably, fourth, on a ratable basis, to repay and prepay principal on the Loans and unreimbursed L/C Drafts, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid L/C Drafts to be held as cash collateral for annul such Obligations and sixth, to the payment of any other Obligation due to the Administrative Agent or any Lender by the Company and its Subsidiaries. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligationsacceleration and/or termination.