Common use of Termination and Acceleration Clause in Contracts

Termination and Acceleration. If an Event of Default shall have occurred and be continuing, the Administrative Agent may do any one or more of the following: 17.1.1 declare the whole or any item or part of the Facilities and the Commitments made hereunder to be cancelled, terminated or reduced, whereupon the Lenders shall not be required to make any further Advance hereunder in respect of such portion of the Facilities and Commitments so cancelled, terminated or reduced; 17.1.2 accelerate the maturity of all or any item or part of the Loans and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable; 17.1.3 demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so; 17.1.4 demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.5 demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then CREDIT AGREEMENT – PAGE 77 outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.6 demand payment under any Guarantee comprised in the Operative Documents; 17.1.7 suspend any rights of any Restricted Credit Party under any Operative Document, whereupon such rights shall be so suspended; and 17.1.8 take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Document) at such times and in such manner as the Administrative Agent may consider expedient, all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required other than those required by Law. If an Event of Default referred to in Section 16.7 occurs, the Facilities and the Commitments made thereunder shall immediately and automatically be terminated and cancelled and the Loans shall be accelerated and become immediately and automatically due and payable (including any obligations under LC Liabilities, notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part or shall have demanded payment in part only or shall not then be entitled to do so) without any action on the part of the Administrative Agent or any other Finance Party or any other Person being required.

Termination and Acceleration. If Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, the Administrative Agent may (or, subject to Section 15.9, at the direction of the Required Lenders shall) do any one or more of the following: 17.1.1 (a) declare the whole or any item or part of the Facilities and Total Commitment or the Commitments made hereunder unutilized portion (if any) of any Credit Facility to be cancelled, terminated or reduced, whereupon the Lenders (to the extent applicable) shall not be required to make any further Advance hereunder in respect of such portion of the Facilities and Commitments so Total Commitment or each Credit Facility cancelled, terminated or reduced; 17.1.2 (b) accelerate the maturity of all or any item or part of the Loans Loan Obligations of the Borrower hereunder and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable; 17.1.3 demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so; 17.1.4 demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.5 demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then CREDIT AGREEMENT – PAGE 77 outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.6 demand payment under any Guarantee comprised in the Operative Documents; 17.1.7 (c) suspend any rights of any Restricted Credit Party the Borrower under any Operative Loan Document, whereupon such rights shall be so suspended; (d) demand payment under each Guarantee and any other guarantee comprised in the Security; (e) demand that the Borrower pay (i) the Outstanding Amount of all outstanding Acceptances in prepayment of its obligations under Section 5.7 in respect of outstanding Acceptances, (ii) its Positive Derivative Exposure, if any, to each Qualified Hedge Counterparty and (iii) the Standby Instrument Exposure under all outstanding Standby Instruments in prepayment of its obligations under Subsection 4.2.2 in respect thereof, whereupon the Borrower shall be obliged to (A) prepay immediately to the Agent for the account of the Lenders under the Revolving Facility the Outstanding Amount of all outstanding Acceptances, (B) pay immediately to the Agent for the account of each Qualified Hedge Counterparty such Positive Derivative Exposure under all Derivatives entered into by it with each Qualified Hedge Counterparty and (C) pay immediately to the Agent for the account of each Issuing Bank such Standby Instrument Exposure until such Standby Instruments expire or are drawn upon, whereupon the Issuing Bank shall, subject to other provisions of this Section 14.2, account to and return any overpayment to the Borrower; (f) enforce and realize upon all or any part of the Security; and 17.1.8 (g) take any other action, commence and prosecute any other suit, action or proceeding Litigation or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Finance Document) at such times and in such manner as the Administrative Agent may consider expedient, ; all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required other than those required by Lawrequired. If an Event of Default referred to in Section 16.7 Subsection 14.1.10 occurs, unless the Facilities and Required Lenders otherwise agree, the Commitments made thereunder Total Commitment shall immediately and automatically be terminated and cancelled and the Loans Loan Obligations shall be accelerated and become immediately and automatically due and payable (including any obligations under LC Liabilities, notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part or shall have demanded payment in part only or shall not then be entitled to do so) automatically without any action on the part of the Administrative Agent or any other Finance Party or any other Person Lender being required.

Termination and Acceleration. If Upon the occurrence of an Event of Default shall have occurred and be continuingat any time thereafter, the Administrative Administration Agent may (or, subject to Section 13.9, at the direction of the Majority Lenders shall) do any one or more of the following: 17.1.1 (a) declare the whole or any item or part of the Facilities and Total Commitment or the Commitments made hereunder unutilized portion (if any) of any Credit Facility to be cancelled, terminated or reduced, whereupon the Lenders (to the extent applicable) shall not be required to make any further Advance hereunder in respect of such portion of the Facilities and Commitments so Total Commitment or any Credit Facility cancelled, terminated or reduced; 17.1.2 (b) accelerate the maturity of all or any item or part of the Loans payment obligations of the Borrower hereunder and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable; 17.1.3 demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so; 17.1.4 demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.5 demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then CREDIT AGREEMENT – PAGE 77 outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.6 demand payment under any Guarantee comprised in the Operative Documents; 17.1.7 (c) suspend any rights of any Restricted Credit Party the Borrower under any Operative Loan Document, whereupon such rights shall be so suspended; and; 17.1.8 (d) demand that the Borrower prepay its obligations under Section 4.8 in respect of outstanding Acceptances, whereupon the Borrower shall be obliged to prepay to the Administration Agent, for the account of the Lenders entitled thereto, the face amount of all outstanding Acceptances issued for its account; (e) demand that the Borrower prepay its obligations under Section 6.5(b) in respect of outstanding Standby Instruments issued for its account whereupon the Borrower shall be obligated to prepay such obligations to the Issuing Lender for the account of the Lenders entitled thereto, subject to the obligation of such Lenders to account for and return to the Issuing Lender, and for the Issuing Lender to then return to the Borrower, any overpayment (provided that all Loan Obligations have otherwise been paid and satisfied) should those Standby Instruments not be drawn upon and expire; (f) convert any outstanding LIBOR Loan to a U.S. Base Rate Loan or a Canadian Prime Rate Loan and convert any U.S. Base Rate Loan to a Canadian Prime Rate Loan; (g) take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Loan Document) at such times and in such manner as the Administrative Administration Agent may consider expedient, all without any additional notice, demand, presentment for payment, protest, noting notice of protest, dishonour, notice of dishonour or any other action being required other than those required by Lawrequired. If an Event of Default referred to in Section 16.7 12.1(j) occurs, unless the Facilities and Majority Lenders otherwise agree, the Commitments made thereunder Total Commitment shall immediately and automatically be terminated and cancelled and the Loans Loan Obligations shall be accelerated and become immediately and automatically due and payable (including any obligations under LC Liabilities, notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part or shall have demanded payment in part only or shall not then be entitled to do so) automatically without any action on the part of the Administrative Administration Agent or any other Finance Party or any other Person Lender being required.

Termination and Acceleration. If an Event of Default shall have occurred and be continuing, the Administrative Agent may do any one or more of the following: 17.1.1 declare the whole or any item or part of the Facilities and the Commitments made hereunder to be cancelled, terminated or reduced, whereupon the Lenders shall not be required to make any further Advance hereunder in respect of such portion of the Facilities and Commitments so cancelled, terminated or reduced; 17.1.2 accelerate the maturity of all or any item or part of the Loans and declare them to be immediately due and payable, whereupon they shall be so accelerated and become so due and payable; 17.1.3 demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so; 17.1.4 demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.5 demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then CREDIT AGREEMENT – PAGE 77 outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.6 demand payment under any Guarantee comprised in the Operative Documents; 17.1.7 suspend any rights of any Restricted Credit Party under any Operative Document, whereupon such rights shall be so suspended; and 17.1.8 take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for in any Operative Document) at such times and in such manner as the Administrative Agent may consider expedient, all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required other than those required by Law. If an Event of Default referred to in Section 16.7 occurs, the Facilities and the Commitments made thereunder shall immediately and automatically be terminated and cancelled and the Loans shall be accelerated and become immediately and automatically due and payable (including any obligations under LC Liabilities, notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part or shall have demanded payment in part only or shall not then be entitled to do so) without any action on the part of the Administrative Agent or any other Finance Party or any other Person being required.

Termination and Acceleration. If Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, either Agent shall, subject to Section 16.9, at the Administrative Agent may direction of the Required Lenders, do any one or more of the following: 17.1.1 (a) declare the whole or any item or part of the Facilities and Total Commitment or the Commitments made hereunder unutilized portion (if any) of any Credit Facility to be cancelled, terminated cancelled or reduced, whereupon the Relevant Lenders (to the extent applicable) shall not be required to make any further Advance hereunder in respect of such portion of the Facilities and Commitments so cancelled, terminated Total Commitment or each Credit Facility cancelled or reduced; 17.1.2 (b) accelerate the maturity of all or any item or part of the Loans Loan Obligations of each Borrower hereunder and declare them to be payable on demand or immediately due and payable, whereupon they shall be so accelerated and become so due and payable; 17.1.3 demand that the Cdn Borrower prepay the BA Liabilities then outstanding, whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the face amount of all outstanding BAs issued for its account notwithstanding that the holders of the outstanding BAs shall not have demanded payment or shall not then be entitled to do so; 17.1.4 demand that the Cdn Borrower prepay the Cdn Revolving LC Liabilities then outstanding whereupon the Cdn Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the Cdn LC Issuing Lender under the LCs issued under the Cdn Revolving Facility and then outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.5 demand that the US Borrower prepay the US Revolving LC Liabilities then outstanding whereupon the US Borrower shall be obliged to prepay to the Administrative Agent the aggregate maximum liability of the US LC Issuing Lender under the LCs issued under the US Revolving Facility and then CREDIT AGREEMENT – PAGE 77 outstanding notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part, or shall have demanded payment in part only or shall not then be entitled to do so; 17.1.6 demand payment under any Guarantee comprised in the Operative Documents; 17.1.7 (c) suspend any rights of any Restricted Credit Party either Borrower under any Operative Loan Document, whereupon such rights shall be so suspended; (d) demand payment under each Guarantee; (e) demand that Cognos pay the face amount of all outstanding Acceptances in prepayment of (or at the option of the Relevant Lender as cash collateral for) its obligations under Section 6.8 in respect of outstanding Acceptances, whereupon Cognos shall prepay immediately to the Canadian Agent the face amount of all outstanding Acceptances; (f) demand that each Relevant Borrower pay the Standby Instrument Exposure of all outstanding Standby Instruments in prepayment of (or at the option of the applicable Issuing Bank as cash collateral for) the Relevant Borrower’s obligations under Subsection 8.2.2, if any, to each applicable Issuing Bank, whereupon each Relevant Borrower shall be obliged to pay immediately to the Relevant Agent for the account of the applicable Issuing Bank such Standby Instrument Exposure of such Standby Instruments until they expire or are drawn upon, whereupon the applicable Issuing Bank shall account to the Relevant Borrower for the amount so paid to it and return any overpayment to the Relevant Agent for return to the Relevant Borrower or application in accordance with Section 16.25, as applicable; and 17.1.8 (g) take any other action, commence and prosecute any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law applicable law (whether or not provided for in any Operative Loan Document) at such times and in such manner as the Administrative Canadian Agent may consider expedient, all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required other than those required by Lawrequired. If an Event of Default referred to in Section 16.7 Subsection 15.1.7 occurs, unless the Facilities and Required Lenders otherwise agree, the Commitments made thereunder Total Commitment shall immediately and automatically be terminated and cancelled and the Loans Loan Obligations shall be accelerated and become immediately and automatically due and payable (including any obligations under LC Liabilities, notwithstanding that the beneficiaries of such outstanding LCs shall not have demanded payment in whole or in part or shall have demanded payment in part only or shall not then be entitled to do so) automatically without any action on the part of the Administrative Agent or any other Finance Party or any other Person Senior Lender being required.