Upon the occurrence of any Change of Control, unless the Required Lenders of the respective Class shall elect otherwise with respect to such Class, the Borrower shall prepay the Loans hereunder in full (and provide cover for LC Exposure as specified in Section 2.04(i)) plus any accrued and unpaid interest and fees thereon and any other amounts outstanding under the Loan Documentation, and the Commitments hereunder of such Class shall be automatically terminated.