Common use of Acceleration and Cancellation Clause in Contracts

Acceleration and Cancellation. Upon the occurrence of an Event of Default at any time thereafter while that Event of Default is continuing, the Agent may, upon instruction by the Lenders, by notice to the Borrower: (a) if a Letter of Credit has been issued, require the Borrower to procure that: (i) each Letter of Credit is returned by Lloyd’s to the Agent; or (ii) the liabilities of the Lenders under each Letter of Credit are promptly reduced to zero or, if the Agent (acting upon instruction by the Lenders) consents and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours to obtain such consent), provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower shall do so); and/or (b) declare that any unutilised portion of the Facility shall be cancelled, whereupon the same shall be cancelled and Available Commitment shall be reduced to zero; and/or (c) exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in the case of an Event of Default specified in clauses 16.9 (Involuntary bankruptcy or receivership proceedings) or 16.10 (Voluntary petitions or consents) above, the preceding clauses 16.21(a) to 16.21(c) shall not apply and: (i) the obligation of the Agent or any Lender to issue or amend any Letter of Credit shall automatically be terminated; (ii) any unutilised portion of the Facility shall automatically be cancelled and Available Commitment shall automatically be reduced to zero; and (iii) any Unreimbursed Amounts, all interest thereon and all other amounts payable under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Acceleration and Cancellation. Upon 31.6.1 On and at any time after the occurrence of an Event of Default at any time thereafter while that Event of Default which is continuingcontinuing in relation to a Borrower, the Agent maymay without mise en demeure or any other judicial or extra judicial step (and, upon instruction if so instructed by the Majority Lenders, shall) by notice to that Borrower, with copy to the BorrowerCompany but subject (to the extent applicable) to the mandatory provisions of articles L.620-1 et seq. of the French Code de Commerce: (a) if a Letter of Credit has been issued, require the Borrower to procure that: (i) each Letter of Credit is returned by Lloyd’s to the Agent; or (ii) the liabilities declare that all or part of the Lenders under each Letter of Credit are promptly reduced to zero orLoans drawn by that Borrower, if the Agent (acting upon instruction by the Lenders) consents together with accrued interest, and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders all other amounts accrued or outstanding under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours Finance Documents in relation to obtain such consent)those Loans be immediately due and payable, provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower they shall do so); and/orbecome immediately due and payable; (b) declare that all or any unutilised portion part of the Facility shall Utilisations made by that Borrower to be cancelledpayable on demand, whereupon they shall immediately become payable on demand of the same shall be cancelled and Available Commitment shall be reduced to zeroAgent on the instructions of the Majority Lenders; and/or (c) exercise any or all require that Borrower immediately to repay each Letter of Credit previously issued at its rights, remedies, powers or discretions under any of request. 31.6.2 On the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in the case occurrence of an Event of Default specified under paragraph 31.5.2 or paragraph 31.5.3 of Clause 31.5 (Insolvency) in clauses 16.9 relation to any Borrower, the Loans drawn by that Borrower shall become immediately due and payable without notice from the Agent (Involuntary bankruptcy or receivership proceedingstogether with accrued interest and commission and any other sums then owed by that Borrower under this Agreement) or 16.10 (Voluntary petitions or consents) and all Letters of Credit previously issued at the request of that Borrower shall become immediately repayable. 31.6.3 Without prejudice to paragraphs 31.6.1 and 31.6.2 above, on and at any time after the preceding clauses 16.21(a) occurrence of an Event of Default which is continuing in relation to 16.21(c) shall not apply the Company and at any time thereafter, the Agent may without mise en demeure or any other judicial or extra judicial step (and:, if so instructed by the Majority Lenders, shall): (ia) by notice to the obligation Company, cancel the Total Commitments, whereupon they shall immediately be cancelled; (b) notify each Borrower which then has Loans outstanding that it will declare them due and payable in full at any time after the expiry of a period of twenty (20) Business Days from the effective date of the Agent notice (together with accrued interest and all other amounts accrued or any Lender outstanding under the Finance Documents in relation to issue or amend any those Loans) and that each Letter of Credit shall automatically be terminated; previously issued at the request of that Borrower will then become immediately repayable if (iiin each case) any unutilised portion the Borrower has not by the expiry of that period exercised its rights in accordance with the Facility shall automatically be cancelled terms of this Agreement to prepay the full amount of those Loans and Available Commitment shall automatically be reduced to zerorepay those Letters of Credit; and (iiic) any Unreimbursed Amounts, all interest thereon and all other amounts payable take the action specified in the notification given to a Borrower under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived (ii) if it has not by the Borrowerspecified time made the prepayment and provided the cash collateral to which the notification refers.

Acceleration and Cancellation. Upon the occurrence of (a) If an Event of Default at any time thereafter while that Event of Default has occurred and is continuing, the Agent may, upon instruction (acting on the instructions of the Majority Lenders) may by the Lenders, by written notice to the Borrower: (a) if a Letter of Credit has been issued, require the Borrower to procure thatObligors’ Agent: (i) cancel the Total Commitments and/or Ancillary Commitments whereupon they shall immediately be cancelled; (ii) declare that all or any part of the Utilisations, together with accrued interest thereon, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; (iii) declare that all or part of the Utilisations be payable on demand, whereupon they shall immediately become payable on demand by the Agent (on the instructions of the Majority Lenders); (iv) declare that cash cover in an amount equal to the outstanding amount in respect of each Letter of Credit is returned by Lloyd’s immediately due and payable, at which time it shall become immediately due and payable; (v) declare that cash cover in an amount equal to the Agent; or (ii) the liabilities outstanding amount in respect of the Lenders under each Letter of Credit are promptly reduced to zero oris payable on demand, if at which time it shall immediately become due and payable on demand by the Agent (acting upon instruction by on the Lenders) consents and if the Borrower can demonstrate, to the reasonable satisfaction instructions of the Majority Lenders, ; (vi) declare that all or any part of the lenders amounts (or cash cover in relation to those amounts) outstanding under the U.S. Facility Agreement have provided their consent Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable; (having used vii) declare that all reasonable endeavours or any part of the amounts (or cash cover in relation to obtain such consent)those amounts) outstanding under the Ancillary Facilities be payable on demand, provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified at which time they shall immediately become payable on demand by the Agent (whereupon on the Borrower shall do soinstructions of the Majority Lenders); and/or (b) declare that any unutilised portion of the Facility shall be cancelled, whereupon the same shall be cancelled and Available Commitment shall be reduced to zero; and/or (cviii) exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents; and/or (d) direct the Trustee Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in . (b) If any Borrower becomes subject to a proceeding under the case of an Event of Default specified in clauses 16.9 (Involuntary bankruptcy or receivership proceedings) or 16.10 (Voluntary petitions or consents) above, the preceding clauses 16.21(a) to 16.21(c) shall not apply andUS Bankruptcy Code: (i) the obligation of the Agent or any Lender Total Commitments in relation to issue or amend any Letter of Credit such Borrower shall automatically immediately be terminated;cancelled; and (ii) any unutilised portion all of the Facility shall automatically be cancelled Loans made to such Borrower, accrued interest thereon, and Available Commitment shall automatically be reduced to zero; and (iii) any Unreimbursed Amounts, all interest thereon and all other amounts sum then payable under this Agreement and any of the other Finance Documents by such Borrower shall automatically become and be immediately due and payable, in each case automatically and without presentmentany direction, demandnotice, protest declaration or any notice other act. (c) A Declared Default may be revoked with the consent of any kind, all of which are hereby expressly waived by the BorrowerMajority Lenders.

Acceleration and Cancellation. Upon the occurrence of an Event of Default at any time thereafter while that Event of Default is continuing, the Agent may, upon instruction by the Lenders, may by notice to the Borrower: (a) 17.23.1 if a Letter of Credit has been issued, require the Borrower to procure that: (ia) each Letter of Credit is returned by Lloyd’s to the Agent; or (iib) the liabilities of the Lenders under each Letter of Credit are promptly reduced to zero or, if the Agent (acting upon instruction by the Lenders) consents and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours to obtain such consent), provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower shall do so); and/or (b) 17.23.2 declare that any unutilised portion of the Facility shall be cancelled, whereupon the same shall be cancelled and Available Commitment shall be reduced to zero; and/or (c) 17.23.3 exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, . provided that in the case of an Event of Default specified in clauses 16.9 Clause 17.8 (Involuntary bankruptcy or receivership proceedingsU.S. Voluntary Insolvency Proceedings) or 16.10 17.9 (Voluntary petitions or consentsU.S. Involuntary Insolvency Proceedings) above, the preceding clauses 16.21(a) Clauses 17.23.1 to 16.21(c) 17.23.3 shall not apply and: (iA) the obligation of the Agent or any Lender to issue or amend any Letter of Credit shall automatically be terminated; (iiB) any unutilised portion of the Facility shall automatically be cancelled and Available Commitment shall automatically be reduced to zero; and (iiiC) any Unreimbursed Amounts, all interest thereon and all other amounts payable under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Acceleration and Cancellation. Upon During the occurrence continuance of an Event of Default (other than an event with respect to the Borrower described in Clause 17.8 (Insolvency and Rescheduling), Clause 17.9 (Winding-up) or Clause 17.10 (Execution or Distress)) and at any time thereafter while that Event of Default is continuingthereafter, the Agent may, upon instruction by the Lenders, Bank may by notice to the Borrower: (a) if a Letter of Credit has been issued, 17.20.1 require the Borrower to procure that: (i) each Letter of Credit is returned by Lloyd’s to that the Agent; or (ii) the liabilities liability of the Lenders Bank under each Letter of Credit are the Bank Guarantee is promptly reduced to zero or, if and/or declare all or any part of the Agent (acting upon instruction amounts outstanding and unpaid by the Lenders) consents Borrower under the Finance Documents and if all liabilities of the Borrower can demonstratethereunder, present or future, matured or unmatured, contingent or absolute to the reasonable satisfaction be immediately due and payable without presentment, demand, protest or other notice of the Lendersany kind, that the lenders under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours to obtain such consent), provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified which are hereby waived by the Agent Borrower (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by the Borrower shall do so)thereunder) or declare all such amounts to be due and payable on demand of the Bank; and/or (b) 17.20.2 declare that any unutilised portion of the Facility shall be cancelled, whereupon the same shall be cancelled and the Available Commitment Facility shall be reduced to zero; and/or (c) 17.20.3 exercise any or all of its rights, remedies, powers or discretions under any rights of the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions Bank under the Finance Documents, provided that Account Charge. and in the case of an Event of Default specified any event with respect to the Borrower described in clauses 16.9 Clause 17.8 (Involuntary bankruptcy or receivership proceedingsInsolvency and Rescheduling), 17.9 (Winding-up) or 16.10 Clause 17.10 (Voluntary petitions Execution or consents) aboveDistress), the preceding clauses 16.21(a) to 16.21(c) shall not apply and: (i) the obligation of the Agent or any Lender to issue or amend any Letter of Credit shall automatically be terminated; (ii) any unutilised portion of the Available Facility shall automatically be cancelled and Available Commitment shall automatically be reduced reduce to zero; and (iii) any Unreimbursed Amounts, all interest thereon zero and all other amounts payable moneys outstanding and unpaid by the Borrower under this Agreement the Finance Documents and all liabilities of the Borrower thereunder, present or future, matured or unmatured, contingent or absolute shall automatically become and be due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower.

Acceleration and Cancellation. Upon 31.6.1 On and at any time after the occurrence of an Event of Default at any time thereafter while that Event of Default which is continuingcontinuing in relation to a Borrower, the Agent maymay without mise en demeure or any other judicial or extra judicial step (and, upon instruction if so instructed by the Majority Lenders, shall) by notice to that Borrower, with copy to the BorrowerCompany but subject (to the extent applicable) to the mandatory provisions of articles L.620-1 et seq. of the French Code de Commerce: (a) if a Letter of Credit has been issued, require the Borrower to procure that: (i) each Letter of Credit is returned by Lloyd’s to the Agent; or (ii) the liabilities declare that all or part of the Lenders under each Letter of Credit are promptly reduced to zero orLoans drawn by that Borrower, if the Agent (acting upon instruction by the Lenders) consents together with accrued interest, and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders all other amounts accrued or outstanding under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours Finance Documents in relation to obtain such consent)those Loans be immediately due and payable, provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower they shall do so); and/orbecome immediately due and payable; (b) declare that all or any unutilised portion part of the Facility shall Utilisations made by that Borrower to be cancelledpayable on demand, whereupon they shall immediately become payable on demand of the same shall be cancelled and Available Commitment shall be reduced to zeroAgent on the instructions of the Majority Lenders; and/or (c) exercise any or all require that Borrower immediately to repay each Letter of Credit previously issued at its rights, remedies, powers or discretions under any of request. 31.6.2 On the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, provided that in the case occurrence of an Event of Default specified under paragraph 31.5.2 or paragraph 31.5.3 of Clause 31.5 (Insolvency) in clauses 16.9 relation to any Obligor, the Loans drawn or other sums owed by that Obligor shall become immediately due and payable without notice from the Agent (Involuntary bankruptcy or receivership proceedingstogether with accrued interest and commission and any other sums then owed by that Obligor under this Agreement) or 16.10 (Voluntary petitions or consents) and all Letters of Credit previously issued at the request of that Obligor shall become immediately repayable. 31.6.3 Without prejudice to paragraphs 31.6.1 and 31.6.2 above, on and at any time after the preceding clauses 16.21(aoccurrence of an Event of Default which is continuing in relation to the Company and at any time thereafter, the Agent may without mise en demeure or any other judicial or extra judicial step (and, if so instructed by the Majority Lenders, shall) to 16.21(c) shall not apply andthe extent permitted by applicable law: (ia) by notice to the obligation of Company, cancel the Agent or any Lender to issue or amend any Letter of Credit Total Commitments, whereupon they shall automatically immediately be terminatedcancelled; (iib) notify each Borrower which then has Loans outstanding that it will declare them due and payable in full at any unutilised portion time after the expiry of a period of twenty (20) Business Days from the effective date of the Facility shall automatically be cancelled and Available Commitment shall automatically be reduced to zero; and notice (iii) any Unreimbursed Amounts, all together with accrued interest thereon and all other amounts payable accrued or outstanding under the Finance Documents in relation to those Loans) and that each Letter of Credit previously issued at the request of that Borrower will then become immediately repayable if (in each case) the Borrower has not by the expiry of that period exercised its rights in accordance with the terms of this Agreement shall automatically become to prepay the full amount of those Loans and be due and payable, without presentment, demand, protest or any notice repay those Letters of any kind, all of which are hereby expressly waived by the Borrower.Credit; and

Acceleration and Cancellation. Upon the occurrence of an Event of Default and at any time thereafter while that Event of Default whilst it is continuing, the Agent maymay (and, upon instruction if so instructed by the Lendersan Instructing Group, shall) by notice to the Borrower:Parent and the Principal Borrower (on its own behalf and on behalf of the other Borrowers): 24.20.1 declare all or any part of the Advances to be immediately due and payable (awhereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by the Borrowers under the Finance Documents) if a Letter or declare all or any part of Credit has been issued, require the Borrower Advances to procure that: (i) each Letter be due and payable on demand of Credit is returned by Lloyd’s to the Agent; or (ii) the liabilities of the Lenders under each Letter of Credit are promptly reduced to zero or, if the Agent (acting upon instruction by the Lenders) consents and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours to obtain such consent), provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower shall do so); and/or (b) 24.20.2 declare that any unutilised undrawn portion of the Revolving Facility shall be cancelled, whereupon the same shall be cancelled and the Available Revolving Commitment of each Bank shall be reduced to zero; and/or 24.20.3 exercise (con its own behalf and on behalf of the Banks and the Hedge Counterparties) exercise all rights and remedies of a mortgagee or a secured party at such time and (without limitation), subject to the Security Documents and to the extent permitted by applicable law, (a) foreclose on any or all of its rightsthe assets subject to the Security by any available judicial procedure, remedies, powers or discretions under any (b) take possession of the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rightsthe assets subject to the Security and the books and records relating thereto, remedieswith or without judicial process and/or (c) enter any premises where any assets subject to the Security, powers or discretions under any books and records relating thereto, are located and take possession of and remove the Finance Documentssame therefrom, provided that in that: (a) upon the case occurrence of an Event of Default specified in clauses 16.9 (Involuntary bankruptcy or receivership proceedings) or 16.10 (Voluntary petitions or consents) above, the preceding clauses 16.21(a) to 16.21(c) shall not apply andpursuant to: (i) the obligation Clause 24.8 (Insolvency and Rescheduling) in respect of the Agent or any Lender to issue or amend any Letter of Credit shall automatically be terminated;Parent only; or (ii) any unutilised portion Clause 24.9 (Winding-up) in respect of the Facility shall automatically be cancelled and Available Commitment shall automatically be reduced Parent only, except where the circumstances giving rise to zerosuch Event of Default constitute a Freefall Bankruptcy or otherwise arise from circumstances in respect of which Instructing Group consent has been requested in writing by a member of the Group or the Parent but has not been obtained; andor (iii) Clause 24.2 (Misrepresentation) by virtue only of breach of the Repeated Representation contained in sub-clause 20.16.1 of Clause 20.16 (No NTL Note Defaults); or (iv) Clause 24.5 (Other Obligations) in respect of a breach by the Parent of its obligations under the consent letter dated 28 March 2002 which breach would trigger an Event of Default under Clause 24.8 (Insolvency and Rescheduling) and/or Clause 24.9 (Winding-up); (v) Clause 24.7 (Cross-acceleration of NTL Notes); or (vi) Clause 24.14 (Ownership of Shareholder); or (b) the acceleration of the Loan pursuant to sub-clause 14.4.1(c) of Clause 14.4 (Mandatory Prepayment due to Change of Control), neither the Agent (acting on its behalf and on behalf of the Banks and the Hedge Counterparties) nor any Unreimbursed Amounts, all interest thereon and all other amounts payable under this Agreement Security Party shall automatically become and be due and payable, without presentment, demand, protest or exercise its rights in respect of the security granted pursuant to any notice of any kind, all of Security Documents which are hereby expressly waived governed by Swiss law until such time as the BorrowerAgent has exercised its rights in respect of the shares in Cablecom GmbH pursuant to the GmbH Share Pledge and has become entitled to deal with such shares in accordance with the terms of the GmbH Share Pledge and to direct the Shareholder to vote such shares (assuming that the Shareholder complies with its obligation to vote such shares in accordance with the terms of the GmbH Share Pledge). For the avoidance of doubt, monies credited to any account secured pursuant to the Receivables and Receivables Account Assignment shall continue to be available to fund all purposes permitted by sub-clause 2.2.2 of Clause 2.2 (Purpose and Application) and monies credited to the Interest Account shall continue to be available to fund interest payments and Hedging Liabilities prior to enforcement of the rights in respect of the shares in Cablecom GmbH as aforesaid subject to the Agent becoming entitled to deal with such shares and to direct the Shareholder to vote such shares (assuming that the Shareholder complies with its obligations to vote such shares in accordance with the terms of the GmbH Share Pledge).

Acceleration and Cancellation. Upon the occurrence of an Event of Default at any time thereafter while that Event of Default is continuing, the Agent may, upon instruction by the Lenders, by notice to the Borrower: (a) 16.21.1 if a Letter of Credit has been issued, require the Borrower to procure that: (ia) each Letter of Credit is returned by Lloyd’s to the Agent; or (iib) the liabilities of the Lenders under each Letter of Credit are promptly reduced to zero or, if the Agent (acting upon instruction by the Lenders) consents and if the Borrower can demonstrate, to the reasonable satisfaction of the Lenders, that the lenders under the U.S. Facility Agreement have provided their consent (having used all reasonable endeavours to obtain such consent), provide Cash Collateral to the Trustee for each Letter of Credit in an amount specified by the Agent (whereupon the Borrower shall do so); and/or (b) 16.21.2 declare that any unutilised portion of the Facility shall be cancelled, whereupon the same shall be cancelled and Available Commitment shall be reduced to zero; and/or (c) 16.21.3 exercise any or all of its rights, remedies, powers or discretions under any of the Finance Documents; and/or (d) direct the Trustee to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents, . provided that in the case of an Event of Default specified in clauses Clauses 16.9 (Involuntary bankruptcy or receivership proceedings) or 16.10 (Voluntary petitions or consents) above, the preceding clauses 16.21(a) Clauses 16.21.1 to 16.21(c) 16.21.3 shall not apply and: (iA) the obligation of the Agent or any Lender to issue or amend any Letter of Credit shall automatically be terminated; (iiB) any unutilised portion of the Facility shall automatically be cancelled and Available Commitment shall automatically be reduced to zero; and (iiiC) any Unreimbursed Amounts, all interest thereon and all other amounts payable under this Agreement shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.