Common use of Acceleration and Cancellation Clause in Contracts

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such Event of Default is continuing, the Agent may and shall upon the direction of the Majority Lenders by notice to the Borrower: (a) declare all or any part of the Advances to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the Borrower under the Financing Documents); (b) declare that any unutilised portion of the Facility will be cancelled, whereupon the Lenders’ undrawn Commitments shall be cancelled and each Lender’s undrawn Commitment will be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 (Insolvency and Rescheduling), 23.1.7 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or (c) exercise all rights and remedies under any Financing Document or instruct the Security Agent to do so. 23.2.2 A notice of the Agent pursuant to Clause 23.2.1 may only be given (a) if an Event of Default pursuant to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23.

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such that Event of Default is continuing, the Agent may and shall upon the direction of (and, if so instructed by the Majority Lenders Lenders, shall) by written notice to the Borrower: (a) declare Original Guarantor, take any or all of the following actions, without prejudice to the rights of the Agent or any part Lender to enforce its claims against any Obligor, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Clause 24.5 (Bankruptcy, Etc.) shall occur with respect to any Obligor, the result which would occur upon the giving of written notice by the Agent as specified in sub-clauses 24.14.1 through 24.14.5 below shall occur automatically without the giving of any such notice): 24.14.1 require each Borrower to procure that the liabilities of the Advances Lenders under each Letter of Credit are promptly reduced to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand zero (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the each Borrower under the Financing Documentsshall do so);; and/or (b) 24.14.2 declare that any unutilised portion of the Facility will shall be cancelled, whereupon the Lenders’ undrawn Commitments same shall be cancelled and the Available Commitment of each Lender’s undrawn Commitment will Lender shall be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 (Insolvency and Rescheduling), 23.1.7 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or (c) 24.14.3 require each Borrower to use all reasonable endeavours to procure that all Letters of Credit are cancelled and returned by Lloyd’s to the Agent; and/or 24.14.4 direct the Security Trustee to enforce any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise all any of the rights and remedies under any Financing Document or instruct the Security Agent provided therein; and/or 24.14.5 deliver a Notice of Non-Extension to do soLloyd’s in relation to each Letter of Credit then outstanding. 23.2.2 A notice of the Agent pursuant to Clause 23.2.1 may only be given (a) if an Event of Default pursuant to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23.

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such Event of Default is continuingthereafter, the Facility Agent may and shall upon the direction of the Majority Lenders (and, if so instructed by an Instructing Group, shall) by notice to the BorrowerParent: (a) 24.19.1 declare all or any part of the Advances to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand (whereupon the same will shall become so payable together with accrued interest thereon and any other sums then owed by the Borrowers hereunder) or declare all or any part of the Advances to be due and payable on demand of the Facility Agent; and/or 24.19.2 require each Borrower which has requested a Letter of Credit to procure that the liabilities of each of the Banks and the L/C Fronting Bank under each Letter of Credit is promptly reduced to zero and/or provide Cash Collateral for each Letter of Credit in an amount specified by the Financing DocumentsFacility Agent and in the currency of such Letter of Credit (whereupon such Borrower shall do so);; and/or (b) 24.19.3 declare that any unutilised portion of the Facility will Facilities shall be cancelled, whereupon the Lenders’ undrawn Commitments same shall be cancelled and the Available Commitment of each Lender’s undrawn Commitment will Bank shall be reduced to zero, zero provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 Clause 24.7 (Insolvency and Rescheduling), 23.1.7 (Winding UpWinding-up), the undrawn Commitments Available Commitment of each Lender will Bank shall immediately be reduced to zero and all Advances Advances, interest thereon and other sums then owed by the Borrower Borrowers hereunder shall become immediately due and payable; and/or (c) exercise all rights , and remedies under any Financing Document or instruct the Security Agent to do so. 23.2.2 A notice each of the Agent pursuant Borrowers shall be required to Clause 23.2.1 may only be given (a) if an Event provide Cash Collateral in respect of Default pursuant any Letter of Credit issued at its request, in each case without declaration notice or demand by or to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23any person.

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such that Event of Default is continuing, the Agent may and shall upon the direction of (and, if so instructed by the Majority Lenders Lenders, shall) by written notice to the Borrower: (a) declare Guarantor, take any or all of the following actions, without prejudice to the rights of the Agent or any part Lender to enforce its claims against any Obligor, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Clause 23.5 (Bankruptcy, Etc.) shall occur with respect to any Obligor, the result which would occur upon the giving of written notice by the Agent as specified in sub-clauses 23.14.1 through 23.14.5 below shall occur automatically without the giving of any such notice): 23.14.1 require the Borrower to procure that the liabilities of the Advances Lenders under each Letter of Credit are promptly reduced to be immediately due and payable zero and/or provide Collateral (valued for this purpose based on the respective Advance Rate applicable thereto) as is necessary to ensure that the Borrowing Base is equal to or declare all or any part of greater than the Advances to be due and payable on its demand Outstandings (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the Borrower under the Financing Documentsshall do so);; and/or (b) 23.14.2 declare that any unutilised portion of the Facility will shall be cancelled, whereupon the Lenders’ undrawn Commitments same shall be cancelled and the Available Commitment of each Lender’s undrawn Commitment will Lender shall be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 (Insolvency and Rescheduling), 23.1.7 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or (c) 23.14.3 require the Borrower to use all reasonable endeavours to procure that all Letters of Credit are cancelled and returned by Lloyd's to the Agent; and/or 23.14.4 direct the Security Trustee to enforce any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise all any of the rights and remedies under any Financing Document or instruct the Security Agent provided therein; and/or 23.14.5 deliver a Notice of Non-Extension to do soLloyd's in relation to each Letter of Credit then outstanding. 23.2.2 A notice of the Agent pursuant to Clause 23.2.1 may only be given (a) if an Event of Default pursuant to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23.

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such that Event of Default is continuing, the Agent may and shall upon the direction of (and, if so instructed by the Majority Lenders Lenders, shall) by written notice to the Borrower: (a) declare Original Guarantor, take any or all of the following actions, without prejudice to the rights of the Agent or any part Lender to enforce its claims against any Obligor, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Clause 24.5 (Bankruptcy, Etc.) shall occur with respect to any Obligor, the result which would occur upon the giving of written notice by the Agent as specified in sub-clauses 24.14.1 through 24.14.5 below shall occur automatically without the giving of any such notice): 24.14.1 require each Borrower to procure that the liabilities of the Advances Lenders under each Letter of Credit are promptly reduced to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand zero (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the each Borrower under the Financing Documentsshall do so);; and/or (b) 24.14.2 declare that any unutilised portion of the Facility will shall be cancelled, whereupon the Lenders’ undrawn Commitments same shall be cancelled and the Available Commitment of each Lender’s undrawn Commitment will Lender shall be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 (Insolvency and Rescheduling), 23.1.7 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or (c) 24.14.3 require each Borrower to use all reasonable endeavours to procure that all Letters of Credit are cancelled and returned by Lloyd's to the Agent; and/or 24.14.4 direct the Security Trustee to enforce any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise all any of the rights and remedies under any Financing Document or instruct the Security Agent provided therein; and/or 24.14.5 deliver a Notice of Non-Extension to do soLloyd's in relation to each Letter of Credit then outstanding. 23.2.2 A notice of the Agent pursuant to Clause 23.2.1 may only be given (a) if an Event of Default pursuant to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23.

Acceleration and Cancellation. 23.2.1 Upon the occurrence of an Event of Default and at any time thereafter while such that Event of Default is continuing, the Agent may and shall upon the direction of (and, if so instructed by the Majority Lenders Lenders, shall) by written notice to the Borrower: (a) declare Guarantor, take any or all of the following actions, without prejudice to the rights of the Agent or any part Lender to enforce its claims against any Obligor, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Clause 24.5 (Bankruptcy, Etc.) shall occur with respect to any Obligor, the result which would occur upon the giving of written notice by the Agent as specified in sub-clauses 24.14.1 through 24.14.5 below shall occur automatically without the giving of any such notice): 24.14.1 require the Borrower to procure that the liabilities of the Advances Lenders under each Letter of Credit are promptly reduced to be immediately due and payable or declare all or any part of the Advances to be due and payable on its demand zero (whereupon the same will become so payable together with accrued interest thereon and any other sums then owed by the Borrower under the Financing Documentsshall do so);; and/or (b) 24.14.2 declare that any unutilised portion of the Facility will shall be cancelled, whereupon the Lenders’ undrawn Commitments same shall be cancelled and the Available Commitment of each Lender’s undrawn Commitment will Lender shall be reduced to zero, provided that, notwithstanding the foregoing, upon the occurrence of an Event of Default specified in Clauses 23.1.8 (Insolvency and Rescheduling), 23.1.7 (Winding Up), the undrawn Commitments of each Lender will immediately be reduced to zero and all Advances and other sums then owed by the Borrower hereunder shall become immediately due and payable; and/or (c) 24.14.3 require the Borrower to use all reasonable endeavours to procure that all Letters of Credit are cancelled and returned by Lloyd’s to the Agent; and/or 24.14.4 direct the Security Trustee to enforce any or all of the Liens and security interests created pursuant to the Security Documents and/or exercise all any of the rights and remedies under any Financing Document or instruct the Security Agent provided therein; and/or 24.14.5 deliver a Notice of Non-Extension to do soLloyd’s in relation to each Letter of Credit then outstanding. 23.2.2 A notice of the Agent pursuant to Clause 23.2.1 may only be given (a) if an Event of Default pursuant to Clauses 23.1.1 (Payment Obligations), 23.1.6 (Insolvency and Rescheduling), 23.1.10 (Winding-Up), 23.