Acceleration Provisions. (i) In the event of the occurrence of a Change in Control in which the Stock Units are not continued or assumed (i.e., the Stock Units are not equitably converted into, or substituted for, a right to receive cash and/or equity of a successor entity or its affiliate), the Stock Units that have not been cancelled or paid out shall become fully vested. The vested Stock Units shall be paid out to the Employee as soon as administratively practicable on or following the effective date of the Change in Control (but in no event later than 30 days after such event); provided that the Change in Control also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and the regulations and guidance issued thereunder (“[Section 409A]”), and such payout will not result in additional taxes under Section 409A. Otherwise, the vested Stock Units shall be paid out as soon as administratively practicable after the earlier of the Employee’s termination of employment or the applicable Payment Date for such Stock Units (but in no event later than 30 days after such events).

Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

Acceleration. If any Event of Default shall occur, at the election of the Lender, all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred.

Acceleration. Upon and at any time following the occurrence of any Event of Default, the Agent may, in addition to any other rights or remedies available to the Agent and the Lender pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand (and the Borrowers hereby expressly waive any such notice or demand), that the Agent deems advisable to protect and enforce its and the Lender’s rights against the Borrowers and in and to the Properties and the Collateral, including declaring the Obligations to be immediately due and payable, and the Agent and/or the Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against the Borrowers, the Properties and the Collateral, including all rights or remedies available at law or in equity; and upon and at any time following any Event of Default described in [[clauses (f), (g) or (h) of Section 8.1]1]1]] above, the Obligations of the Borrowers hereunder and under the other Loan Documents shall immediately and automatically become due and payable in full, without notice or demand, and the Borrowers hereby expressly waive any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may # cause the application of Sections 280G and 4999 of the Code if a change in control of ​ occurs, or # disqualify all or part of the Option as an Incentive Stock Option.

If an Event of Default is outstanding, the Facility Agent may, and must if so instructed by the Majority Lenders, by notice to the Borrower:

No Acceleration. The provisions of [Section 6(d)(v)] of the Plan shall not apply to RSU Awards granted to Eligible Directors.

Vesting Acceleration. Effective as of ​, Participants who cease to be Employees due to the sale of Central Valley Gas Storage, L.L.C. will be deemed to be fully vested in their Accounts for all purposes hereunder.

Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans, any reimbursement obligations arising from drawings under Letters of Credit and any and all other indebtedness or obligations of any and every kind owing by a Borrower to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing: