THE TYPE DESCRIBED IN THE DEFINITION OF "RATE MANAGEMENT
TRANSACTION," WHETHER OR NOT ANY LENDER OR AFFILIATE OF A LENDER IS A PARTY
THERETO, WHICH CONTINUES BEYOND ANY APPLICABLE GRACE PERIOD.
ARTICLE IX
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
9.1.
ACCELERATION.
IF ANY DEFAULT DESCRIBED IN
SECTION 8.7 OR 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 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
ADMINISTRATIVE AGENT MAY AND WILL IF DIRECTED BY THE REQUIRED LENDERS, TERMINATE
OR SUSPEND THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS HEREUNDER AND TO ISSUE
FACILITY LETTERS OF CREDIT, 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
BORROWER HEREBY EXPRESSLY WAIVES.
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) 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, 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 EXCEEDING 30 DAYS.
SUCH FUNDS
SHALL BE PROMPTLY APPLIED BY THE ADMINISTRATIVE AGENT TO REIMBURSE ANY ISSUING
BANK FOR DRAFTS DRAWN FROM TIME TO TIME UNDER THE FACILITY LETTERS OF CREDIT.
SUCH FUNDS, IF ANY, REMAINING IN THE LETTER OF CREDIT COLLATERAL ACCOUNT
FOLLOWING THE PAYMENT OF ALL OBLIGATIONS IN FULL SHALL, UNLESS ADMINISTRATIVE
AGENT IS OTHERWISE DIRECTED BY A COURT OF COMPETENT JURISDICTION, BE PROMPTLY
PAID OVER TO THE BORROWER.
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IF, WITHIN THIRTY (30) DAYS AFTER ACCELERATION OF THE MATURITY OF THE
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 SECTION 8.7 OR 8.8 WITH RESPECT TO THE
BORROWER) AND BEFORE ANY JUDGMENT OR DECREE FOR THE PAYMENT OF THE OBLIGATIONS
SHALL HAVE BEEN OBTAINED OR ENTERED, 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.
9.2.
AMENDMENTS.
SUBJECT TO THE PROVISIONS OF THIS
ARTICLE IX, THE REQUIRED LENDERS (OR