Common use of Notices of Acceleration Clause in Contracts

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee of a Notice of Acceleration, the Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) notify the Company, the Primary Holder Representatives and the Secured Hedge Providers of the receipt and contents thereof. So long as such Notice of Acceleration is in effect, upon the direction of the Directing Parties, as provided herein, the Collateral Trustee shall exercise the rights and remedies provided in this Agreement and in the other Trust Security Documents. The Collateral Trustee is not empowered to take any Collateral Enforcement Action hereunder or under any other Trust Security Document unless a Notice of Acceleration is in effect. The Collateral Trustee and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a Notice of Acceleration shall be deemed to be in effect whenever (x) an Event of Default under Section 7.1(e) of the Credit Agreement or Section 7.1(e) of the Public Note Indenture (or the corresponding provision of any agreement executed in connection with a Refinancing thereof) with respect to the Company has occurred and is continuing and (y) the Collateral Trustee is notified by either Primary Holder Representative that such Event of Default has occurred. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section 2.1(c). (c) Any Primary Holder Representative shall be entitled to cancel any Notice of Acceleration delivered by such Primary Holder Representative by delivering a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee either before or after the Collateral Trustee takes any action to exercise any remedy with respect to the Collateral; provided, that (x) if the Collateral Trustee has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Directing Parties to the Collateral Trustee, with respect to any actions taken by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that can, in a commercially reasonable manner, be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed. The Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) notify the Company, the Primary Holder Representatives and the Secured Hedge Providers as to the receipt and contents of any such Notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective Time.

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee Agent of a Notice of Acceleration, the Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) notify the Company, Company and the Primary Holder Representatives and the Secured Hedge Providers of the receipt and contents thereof. So long as such Notice of Acceleration is in effect, upon the direction of the Applicable Directing Parties, as provided herein, the Collateral Trustee Agent shall exercise the rights and remedies provided in this Agreement and in the other Trust Security Documents. The Collateral Trustee Agent is not empowered to take any Collateral Enforcement Action hereunder or under any other Trust Security Document unless a Notice of Acceleration is in effect. The Collateral Trustee Agent and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee Agent shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Applicable Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a Notice of Acceleration shall be deemed to be in effect as of the Notice Effective Time whenever (x) an Event of Default under Section 7.1(eclause (i), (j) or (k) of Article VII of the Credit Agreement or Section 7.1(eunder clause (5) of Section 6.01 of the Public Note Secured Notes Indenture (or the corresponding provision of any agreement executed in connection with a Refinancing thereofSecured Instrument) with respect to the Company has occurred and is continuing and (y) the Collateral Trustee Agent is notified by either Primary a Holder Representative that such Event of Default has occurred. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section 2.1(c). (c) Any Primary Holder Representative shall be entitled to cancel any Notice of Acceleration delivered by such Primary Holder Representative by delivering a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee Agent either before or after the Collateral Trustee Agent takes any action to exercise any remedy with respect to the Collateral; provided, that (x) if the Collateral Trustee Agent has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Applicable Directing Parties to the Collateral TrusteeAgent, with respect to any actions taken by the Collateral Trustee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that can, in a commercially reasonable manner, be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken by the Collateral Trustee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed. The Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral TrusteeAgent’s actual receipt thereof) notify the Company, Company and the Primary Holder Representatives and the Secured Hedge Providers as to the receipt and contents of any such Notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee Agent shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Applicable Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective Time.

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee of a Notice of Acceleration, the Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) immediately notify the Company, the Primary Holder Representatives Administrative Agent and the Public Debt Trustee and each other Secured Hedge Providers Party, if any, of the receipt and contents thereof. So long as such Notice of Acceleration is in effect, upon the direction of the Directing Parties, as provided herein, the Collateral Trustee shall exercise the rights and remedies provided in this Trust Agreement and in the other Trust Security DocumentsPledge Agreement subject to the joint direction of the Administrative Agent and the Public Debt Trustee as provided herein. The Collateral Except as otherwise provided in the last sentence of subsection 2.2, the Trustee is not empowered to take exercise any Collateral Enforcement Action remedy hereunder or under any other Trust Security Document thereunder unless a Notice of Acceleration is in effect. The Collateral Trustee and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a A Notice of Acceleration shall be deemed to be in effect whenever (x) an Event of Default under Section 7.1(e) of delivered by the Credit Agreement Administrative Agent or Section 7.1(e) of the Public Note Indenture (or Debt Trustee shall become effective upon receipt thereof by the corresponding provision of any agreement executed in connection with a Refinancing thereof) with respect to the Company has occurred and is continuing and (y) the Collateral Trustee is notified by either Primary Holder Representative that such Event of Default has occurredTrustee. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section subsection 2.1(c). (c) Any Primary Holder Representative The Administrative Agent or the Public Debt Trustee, as the case may be, shall be entitled to cancel any its own Notice of Acceleration delivered by such Primary Holder Representative by delivering a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee either (i) before or after the Collateral Trustee takes any action to exercise any remedy with respect to the Collateral; providedCollateral or (ii) thereafter, that (x) if the Collateral Trustee believes that all actions it has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Directing Parties to the Collateral Trustee, with respect to any actions taken by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral can be reversed without undue difficulty; PROVIDED that can, in a commercially reasonable manner, no Notice of Acceleration shall be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken more than 60 days after it is received by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completedTrustee. The Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) immediately notify the Company, the Primary Holder Representatives Administrative Agent, the Public Debt Trustee and the each other Secured Hedge Providers Party, if any, in writing as to the receipt and contents of any such Notice notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective Timecancellation.

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee Agent of a Notice of Acceleration, the Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) notify the Company, the Primary Holder Representatives and the Secured Hedge Providers of the receipt and contents thereof. So long as such Notice of Acceleration is in effect, upon the direction of the Applicable Directing Parties, as provided herein, the Collateral Trustee Agent shall exercise the rights and remedies provided in this Agreement and in the other Trust Security Documents. The Collateral Trustee Agent is not empowered to take any Collateral Enforcement Action hereunder or under any other Trust Security Document unless a Notice of Acceleration is in effect. The Collateral Trustee Agent and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee Agent shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Applicable Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a Notice of Acceleration shall be deemed to be in effect as of the Notice Effective Time whenever (x) an Event of Default under Section 7.1(e7.1(j) or (k) of the either Credit Agreement or Section 7.1(e) of the Public Note Indenture (or the corresponding provision of any agreement executed in connection with a Refinancing thereof) thereof or under any Designated Indebtedness with respect to the Company Company) has occurred and is continuing and (y) the Collateral Trustee Agent is notified by either Primary Holder Representative that such Event of Default has occurred. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section 2.1(c). (c) Any Primary Holder Representative shall be entitled to cancel any Notice of Acceleration delivered by such Primary Holder Representative by delivering a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee Agent either before or after the Collateral Trustee Agent takes any action to exercise any remedy with respect to the Collateral; provided, that (x) if the Collateral Trustee Agent has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Applicable Directing Parties to the Collateral TrusteeAgent, with respect to any actions taken by the Collateral Trustee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that can, in a commercially reasonable manner, be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken by the Collateral Trustee Agent prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completed. The Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s Agent's actual receipt thereof) notify the Company, the Primary Holder Representatives and the Secured Hedge Providers as to the receipt and contents of any such Notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee Agent shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Applicable Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective Time.

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee of a --------------------------- Notice of Acceleration, the Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) notify the Company, the Primary Holder Representatives Administrative Agent and the Secured Hedge Providers each Surety Party of the receipt thereof and contents thereofprovide a copy thereof to such Persons. So long as such Notice of Acceleration is in effect, upon the direction of the Directing Parties, as provided herein, the Collateral Trustee shall exercise the rights and remedies provided in this Trust Agreement and in the other Trust Security DocumentsDocuments subject to the direction of the Required Secured Parties as provided herein. The Collateral Except as otherwise provided in the last two sentences of Section 2.2, the Trustee is not empowered to take exercise any Collateral Enforcement Action remedy hereunder or under any other Trust Security Document thereunder unless a Notice of Acceleration is in effect. The Collateral Trustee and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a A Notice of Acceleration delivered by the Administrative Agent or any Surety Party shall be deemed to be in effect whenever (x) an Event of Default under Section 7.1(e) of become effective upon receipt thereof by the Credit Agreement or Section 7.1(e) of the Public Note Indenture (or the corresponding provision of any agreement executed in connection with a Refinancing thereof) with respect to the Company has occurred and is continuing and (y) the Collateral Trustee is notified by either Primary Holder Representative that such Event of Default has occurredTrustee. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section 2.1(c). (c) Any Primary Holder Representative The Administrative Agent or any Surety Party shall be entitled to cancel any its own Notice of Acceleration delivered by such Primary Holder Representative by delivering a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee either (i) before or after the Collateral Trustee takes any action to exercise any remedy with respect to the Collateral; providedCollateral or (ii) thereafter, that (x) if the Collateral Trustee believes that all actions it has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Directing Parties to the Collateral Trustee, with respect to any actions taken by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral can be reversed without undue difficulty; provided -------- that can, in a commercially reasonable manner, no Notice of Acceleration shall be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken more than 60 days after it is received by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completedTrustee. The Collateral Trustee shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) immediately notify the Company, the Primary Holder Representatives Administrative Agent and the Secured Hedge Providers each Surety Party as to the receipt and contents of any such Notice notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective Timecancellation.

Notices of Acceleration. (a) Upon receipt by the Collateral Trustee Agent of a Notice of Acceleration, the Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereofi) immediately notify the Company, the Primary Holder Representatives Pledgor and the Secured Hedge Providers LP Agent or the GP Lender, as the case may be, of the receipt and contents thereof. So long as such Notice of Acceleration is in effect, upon the direction of the Directing Parties, as provided herein, the Collateral Trustee Agent shall exercise the rights and remedies provided in this Collateral Agency Agreement and in the other Trust Security DocumentsAgreement subject to the direction of the Required Secured Parties as provided herein. The Collateral Trustee Agent is not empowered to take exercise any Collateral Enforcement Action remedy hereunder or under any other Trust Security Document thereunder unless a Notice of Acceleration is in effect. The Collateral Trustee and the Secured Parties agree, solely for their own benefit (and not for the benefit of the Grantors), that the Collateral Trustee shall exercise all of its powers, rights and remedies hereunder and under the Trust Security Documents upon direction in writing from the Directing Parties directing such exercise. For purposes of this Agreement, a Notice of Acceleration shall be considered to be in effect as of the Notice Effective Time. (b) Notwithstanding anything in this Agreement to the contrary, a A Notice of Acceleration shall be deemed to be in effect whenever (x) an Event of Default under Section 7.1(e) of delivered by the Credit Agreement or Section 7.1(e) of the Public Note Indenture (LP Agent or the corresponding provision of any agreement executed in connection with a Refinancing thereof) with respect to GP Lender, as the Company has occurred and is continuing and (y) case may be, shall become effective upon receipt thereof by the Collateral Trustee is notified by either Primary Holder Representative that such Event of Default has occurredAgent. A Notice of Acceleration, once effective, shall remain in effect unless and until it is cancelled as provided in Section subsection 2.1(c). (c) Any Primary Holder Representative shall be entitled to cancel any A Notice of Acceleration delivered may be cancelled by such Primary Holder Representative the LP Agent or the GP Lender, as the case may be, by delivering the delivery, by the LP Agent or the GP Lender, as the case may be, of a written notice of cancellation thereof (a “Notice of Cancellation”) to the Collateral Trustee either Agent (i) before or after the Collateral Trustee Agent takes any action to exercise any remedy with respect to the Collateral; providedCollateral or (ii) thereafter, that (x) if the Collateral Trustee Agent believes that all actions it has received a Notice of Cancellation and thereupon no other Notices of Acceleration are then in effect, such notice shall serve as direction from the Directing Parties to the Collateral Trustee, with respect to any actions taken by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral can be reversed without undue difficulty; provided, that can, in a commercially reasonable manner, no Notice of Acceleration shall be reversed, cancelled or stopped, take commercially reasonable steps to reverse, cancel or stop such actions, and (y) any action taken more than 60 days after it is received by the Collateral Trustee prior to receipt of such Notice of Cancellation to exercise any remedy or remedies with respect to the Collateral that cannot, in a commercially reasonable manner, be reversed, cancelled or stopped, may be completedAgent. The Collateral Trustee Agent shall promptly (but in any event not later than on the second Business Day following the Business Day of the Collateral Trustee’s actual receipt thereof) immediately notify the CompanyPledgor, the Primary Holder Representatives LP Agent and the Secured Hedge Providers GP Lender as to the receipt and contents of any such notice of cancellation and shall promptly notify the Pledgor as to the cancellation of any Notice of Cancellation. Subject to any Applicable Law, the Collateral Trustee shall not be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Directing Parties after the issuance of a Notice of Cancellation. For purposes of this Agreement, a Notice of Cancellation shall be considered to be in effect as of the Notice Effective TimeAcceleration.