Common use of Acceleration, Etc Clause in Contracts

Acceleration, Etc. If any Default described in Section 7.05 or 7.06 occurs, the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers shall immediately become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (i) terminate or suspend (in whole or in part) the obligations of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers to be due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives and (ii) require that the Company Cash Collateralize the L/C Obligations in an amount equal to 100% of the outstanding L/C Obligations. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide the Company with notice of such acceleration. If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or termination.

Acceleration, Etc. If any Default described in Section ‎Section 7.05 or 7.06 ‎7.06 occurs, the obligations of the Lenders to make Loans and the obligations any obligation of the Issuing Lenders L/C Issuers to issue Letters of make L/C Credit Extensions hereunder shall automatically terminate and the Obligations of the Borrowers each Borrower shall immediately become due and payable, payable and the obligation of the Company each Borrower shall automatically be obligated to Cash Collateralize the its L/C Obligations as required (in clause (ii) below shall automatically become effectivean amount equal to the then outstanding amount thereof), in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (i) terminate or suspend (in whole or in part) the obligations of the Lenders to make Loans and the Issuing Lenders obligation of the L/C Issuers to issue Letters of make L/C Credit hereunder and Extensions hereunder, or declare the Obligations of the Borrowers each Borrower to be due and payable (in whole or in part), or require each Borrower to Cash Collateralize its L/C Obligations (in an amount equal to the then outstanding amount thereof), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each Borrower the Borrowers hereby expressly waives and (ii) require that the Company Cash Collateralize the L/C Obligations in an amount equal to 100% of the outstanding L/C Obligationswaive. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide the Company each Borrower with notice of such acceleration. If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers each Borrower or termination of the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders L/C Issuers to issue Letters of make L/C Credit Extensions hereunder as a result of any Default (other than any Default as described in Section ‎Section 7.05 or 7.06‎7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Companyeach Borrower, rescind and annul such acceleration and/or termination.

Acceleration, Etc. If Upon the occurrence of any Event of Default, and at any time thereafter, if any Event of Default described in Section 7.05 or 7.06 occursshall then be continuing, the obligations Administrative Agent shall, upon the written request of the Lenders Required Lenders, by written notice to make Loans and the obligations Borrower, take any or all of the Issuing Lenders following actions, without prejudice to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers shall immediately become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part rights of the Administrative Agent or any Lender to enforce its claims against the Borrower or Issuing Lender. If any other Default occursCredit Party in any manner permitted under applicable law: (a) declare the Total Commitment terminated, whereupon the Required Lenders Commitment of each Lender shall forthwith terminate immediately without any other notice of any kind; (or b) declare the Administrative Agent with the consent principal of the Required Lenders) may (i) terminate or suspend (and any accrued interest in whole or in part) the obligations respect of the Lenders to make Loans all Loans, all LC Disbursements which remain unreimbursed, and the Issuing Lenders to issue Letters of Credit all other Obligations owing hereunder and declare under the Obligations of other Credit Documents to be, whereupon the Borrowers to be same shall become, forthwith due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which each are hereby waived by the Borrower; (c) terminate any Letter of Credit which may be terminated in accordance with its terms; (d) direct the Borrower to pay (and the Borrower hereby expressly waives and (iiagrees that on receipt of such notice or upon the occurrence of an Event of Default with respect to the Borrower under section 10.1(h), it will pay) require that to the Company Cash Collateralize the L/C Obligations in Administrative Agent an amount of cash equal to 100% of the outstanding L/C Obligations. Promptly upon aggregate Stated Amount of all Letters of Credit then outstanding, with such amount to be held as security for the Borrower's (and any acceleration Subsidiary which is an account party) reimbursement and payment obligations in respect thereof; and/or (e) exercise any other right or remedy available under any of the ObligationsCredit Documents or applicable law; PROVIDED that, if an Event of Default specified in section 10.1(h) shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent will provide as specified in clauses (a) and/or (b) above shall occur automatically without the Company with notice of such acceleration. If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result giving of any Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or terminationnotice.

Acceleration, Etc. 15.2.1 If any a Default described in Section 7.05 or 7.06 occursoccurs and remains unremedied the Facility Agent may, and shall if so instructed by the obligations of Majority Banks, by notice (a "DEFAULT NOTICE") to the Lenders to make Loans -79- Parent Guarantor cancel the Facilities and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of require the Borrowers shall immediately become due to repay each Loan together with accrued interest and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any all other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (i) terminate or suspend (in whole or in part) the obligations of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers to be due and sums payable (in whole or in part)under this Agreement, whereupon such Obligations they shall become immediately due and payable, without presentment, demand, protest or notice . Upon the service of any kind, all of which Default Notice the Banks' obligations to each Borrower hereby expressly waives under this Agreement shall be terminated and the Commitment of each Bank shall be cancelled. 15.2.2 Immediately upon the Facility Agent serving a Default Notice, each Borrower shall in respect of each Guarantee issued on its behalf: (iia) require that use its reasonable endeavours to procure the Company Cash Collateralize release of the L/C Obligations in Issuing Bank or, as the case may be, the Overdraft Bank, from the Guarantee; and (b) without prejudice to sub-clause 15.2.2(a), pay to the credit of such account as the Issuing Bank or, as the case may be, the Overdraft Bank, shall stipulate an amount equal to 100% the Guaranteed Amount of the outstanding L/C Obligations. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide the Company with notice of that Guarantee and charge such acceleration. If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of the Lenders to make Loans and the obligations account in favour of the Issuing Lenders Bank or, as the case may be, the Overdraft Bank, in such manner and on such terms as the Issuing Bank or, as the case may be, the Overdraft Bank, may stipulate. 15.2.3 Immediately upon the Facility Agent serving a Default Notice, each outstanding FFE Contract shall be automatically terminated and closed out. Upon such termination and close-out, the Overdraft Bank shall determine in good faith the applicable closing gain or loss payable by or to issue Letters it for the outstanding FFE Contracts, calculated by reference to the netting of Credit hereunder as the respective amounts in each currency which the Overdraft Bank is contracted to deliver and receive under all such FFE Contracts. Any amount payable to the Overdraft Bank or to any Borrower in respect of the FFE Contracts pursuant to this sub-clause 15.2.3 shall, subject to all rights of set-off, be immediately due and payable. 15.2.4 Immediately upon the Facility Agent serving a result Default Notice, the Overdraft Bank shall: (a) make demand on each overdraft made available under the Optional Overdraft Facility; and (b) terminate all other facilities or financial accommodation made available by it under the Optional Overdraft Facility (and which are not referred to in sub-clauses 15.2.2 and 15.2.3), whereupon any moneys owing to the Overdraft Bank shall be immediately due and payable and the Overdraft Bank may apply any credit balance on any account of any Charging Group Company with the Overdraft Bank against any liability owed to the Overdraft Bank by that Charging Group Company (to the extent that any such credit balance is freely available to be set off in this manner). 15.2.5 If the Overdraft Bank makes a demand under any overdraft provided under the Optional Overdraft Facility, that demand shall not be a Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree for the payment purposes of sub-clause 15.1.1 and the Security Trustee shall not take any steps to enforce the Security Documents in respect of that demand if (a) that demand is satisfied in full within 15 Business Days of the Obligations due shall have been obtained or entereddate of that demand and (b) no other Default has occurred and is continuing during that period. For the avoidance of doubt, if any other Default has occurred, the Required Lenders (Agents and the Banks may exercise all their rights under this Clause 15 and the Security Trustee may enforce the Security Documents, including in their sole discretion) shall respect of the amount so direct, demanded by the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or terminationOverdraft Bank.

Acceleration, Etc. If any Default described in Section 7.05 or 7.06 occurs(a) The Agent shall, upon the obligations instructions of RBC, issue a written notice to the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and Borrower declaring the Obligations of the Borrowers shall under Facility A to be immediately become due and payable. For greater certainty, as Facility A is a demand facility RBC may instruct the Agent to issue a demand for payment under Facility A regardless of whether an Event of Default has occurred and is continuing. Notwithstanding the obligation issuance of any such demand for payment under Facility A, any enforcement of the Company to Cash Collateralize Security shall require the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part approval of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders as hereinafter provided. (or b) Upon the Administrative occurrence of an Event of Default which is continuing the Agent with shall, upon the consent instructions of the Required Lenders, issue a written notice to the Borrower (a "Acceleration Notice") may (i) terminate or suspend (in whole or in part) the obligations declaring all of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers to be due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable. (c) Upon receipt of an Acceleration Notice the Borrower shall immediately pay and satisfy the Obligations, including payment to the Agent of the following amounts (without presentmentduplication): (i) the Outstanding Advances and all accrued and unpaid interest, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives fees and other amounts relating thereto; (ii) require that the Company Cash Collateralize greater of the L/C Obligations Aggregate Actual Hedge Liability and the aggregate Deemed Hedge Risk in respect of all Hedge Transactions then outstanding; (iii) an amount equal to 100% the face amount of all Bankers' Acceptances and BA Equivalent Loans then outstanding; and (iv) the maximum amount payable under all outstanding L/C ObligationsLetters of Credit. Promptly upon any acceleration of The Agent shall hold all such amounts paid by the Obligations, the Administrative Agent will provide the Company with notice Borrower in respect of such acceleration. IfHedge Transactions, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of the Lenders to make Bankers' Acceptances, BA Equivalent Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree security for the payment Borrower's obligations thereunder. (d) At any time on or after the Acceleration Date the Agent may exercise any and all rights and remedies hereunder and under any other Loan Documents, including the enforcement of all or any portion of the Obligations due Security. (e) From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, both before and after the issuance of an Acceleration Notice, all Outstanding Advances shall have been obtained bear interest or entered, fees at the Required rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders (in their sole discretion) shall so direct, for the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or terminationadditional risk.

Acceleration, Etc. If any Default described in Section ‎Section 7.05 or 7.06 ‎7.06 occurs, the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers Borrower shall immediately become due and payable, and the obligation of the Company Borrower to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (ii)(i) terminate or suspend (in whole or in part) the obligations of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers Borrower to be due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which each the Borrower hereby expressly waives and (ii) require that the Company Borrower Cash Collateralize the L/C Obligations in an amount equal to 100% of the outstanding L/C Obligations. Promptly upon any acceleration of the Obligations, the Administrative Agent will provide the Company Borrower with notice of such acceleration. If, within thirty (30) days after acceleration of the maturity of the Obligations of the Borrowers Borrower or termination of the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section ‎Section 7.05 or 7.06‎7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the CompanyBorrower, rescind and annul such acceleration and/or termination.

Acceleration, Etc. If any (a) Upon the occurrence of an Event of Default described in Section 7.05 or 7.06 occurswhich is continuing the Agent shall, upon the obligations of the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder shall automatically terminate and the Obligations of the Borrowers shall immediately become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as required in clause (ii) below shall automatically become effective, in each case without any election or action on the part of the Administrative Agent or any Lender or Issuing Lender. If any other Default occurs, the Required Lenders (or the Administrative Agent with the consent instructions of the Required Lenders, issue a written notice to the Borrower (a "Acceleration Notice") may (i) terminate or suspend (in whole or in part) the obligations declaring all of the Lenders to make Loans and the Issuing Lenders to issue Letters of Credit hereunder and declare the Obligations of the Borrowers to be due and payable (in whole or in part), whereupon such Obligations shall become immediately due and payable. (b) Upon receipt of an Acceleration Notice the Borrower shall immediately pay and satisfy the Obligations, including payment to the Agent of the following amounts (without presentmentduplication): (i) the Outstanding Advances and all accrued and unpaid interest, demand, protest or notice of any kind, all of which each Borrower hereby expressly waives fees and other amounts relating thereto; (ii) require that the Company Cash Collateralize net aggregate amount of the L/C Obligations Borrower's liability under all Hedge Transactions outstanding on such date in the event of a default or termination thereunder, determined in accordance with the terms thereof (and for greater certainty, determined after netting any amounts payable to the Borrower thereunder against amounts payable by the Borrower thereunder); and (iii) an amount equal to 100% the face amount of all Bankers' Acceptances and BA Equivalent Loans then outstanding. The Agent shall hold all such amounts paid by the Borrower in respect of such Hedge Transactions, Bankers’ Acceptances and BA Equivalent Loans as security for the Borrower's obligations thereunder. (c) At any time on or after the Acceleration Date the Agent may exercise any and all rights and remedies hereunder and under any other Loan Documents, including the enforcement of all or any portion of the outstanding L/C Obligations. Promptly upon any acceleration Security. (d) From and after the date of the Obligationsoccurrence of an Event of Default and for so long as such Event of Default continues, both before and after the Administrative Agent will provide issuance of an Acceleration Notice, all Outstanding Advances shall bear interest or fees at the Company with notice of such acceleration. If, within thirty rates otherwise applicable plus two percent (302%) days after acceleration of the maturity of the Obligations of the Borrowers or termination of the obligations of per annum in order to compensate the Lenders to make Loans and the obligations of the Issuing Lenders to issue Letters of Credit hereunder as a result of any Default (other than any Default as described in Section 7.05 or 7.06) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Company, rescind and annul such acceleration and/or terminationadditional risk.