Common use of Acceleration and Enforcement Clause in Contracts

Acceleration and Enforcement. (1) If any Event of Default occurs: (a) the Lenders will have no further obligation to make Loans available to the Construction Receiver hereunder, and may, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction Receiver, demand repayment of the outstanding principal amount of the Loans and all other Obligations, whereupon such principal amount and such other Obligations shall become immediately due and payable with interest thereon, at the rate or rates determined as herein provided to the date of actual payment thereof, all without further notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receiver; provided however that repayment of the Obligations shall only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order; and (b) the Lenders, or the Administrative Agent on their behalf, may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order), exercise any right or recourse and proceed by any action, suit, remedy or proceeding under the Security or Applicable Law, including any right, recourse, action, suit, remedy or proceeding authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, for the recovery of all the Obligations to the Lenders and whether or not the Lenders or the Administrative Agent have exercised any of their respective rights under the foregoing clause (a); provided however that repayment of the Obligations shall only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order. (2) The Administrative Agent and Lenders are not under any obligation to the Construction Receiver or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the collateral to be dealt with or Disposed of. Neither the Administrative Agent nor the Lenders are responsible or liable to the Construction Receiver or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoing. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.

Acceleration and Enforcement. (1) If any Event of Default occurs: occurs and is continuing (aother than with respect to an Event of Default described in Section 10.1(e) to which Section 10.3 applies), the Lenders Lender will have no further obligation to make Loans available Advances to the Construction Receiver hereunder, Borrower and may, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction Receiver, demand repayment of the outstanding principal amount of the Loans all Advances and all other ObligationsObligations will, whereupon such principal amount and such other Obligations shall upon demand made by the Lender, become immediately due and payable with interest thereon, thereon at the rate or rates determined as herein provided provided, to the date of actual payment thereof, all without further notice, presentment, protest, additional demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receiver; provided however that repayment Borrower, the Loan Facility will be terminated and Lender may take any such action as is required to protect the interests of the Obligations shall only be made Lender in accordance with and to any portion of the Settlement Approval Order assets or undertaking subject to the extent Encumbrance granted pursuant to the Security Documents; provided, if any Event of Default described in Section 10.1(l) through Section 10.1(o) occurs, the Loan Facility (if not theretofore terminated) will automatically terminate and from Proceeds for Distribution in the priority outstanding principal amount of all Advances and order all other Obligations will automatically be and become immediately due and payable, all without notice, presentment, protest, additional demand, notice of payment set out in dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Settlement Approval Order; and (b) Borrower. In such event, the Lenders, or the Administrative Agent on their behalf, Lender may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order)its discretion, exercise any right or recourse and and/or proceed by any action, suit, remedy or proceeding under against any of the Obligors and to protect the interest of the Lender in and to any portion of the assets or undertaking subject to the Encumbrance granted pursuant to the Security or Applicable Law, including any right, recourse, action, suit, remedy or proceeding Documents to the extent authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, by law for the recovery of all the Obligations to and no such remedy for the Lenders and whether or not the Lenders or the Administrative Agent have exercised any of their respective rights under the foregoing clause (a); provided however that repayment enforcement of the Obligations shall only rights of the Lender will be made in accordance with the Settlement Approval Order to the extent exclusive of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order. (2) The Administrative Agent and Lenders are not under any obligation to the Construction Receiver or dependent on any other Person remedy, but any one or more of such remedies may from time to realize upon any collateral time be exercised independently or enforce the Security or any part thereof or to allow any of the collateral to be dealt with or Disposed of. Neither the Administrative Agent nor the Lenders are responsible or liable to the Construction Receiver or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoingcombination. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.

Acceleration and Enforcement. (1) If any Event of Default occurs: (a) the Lenders Lender will have no further obligation to make Loans available to the Construction Receiver or issue Letters of Credit hereunder, and maythe outstanding principal amount or face amount, as the case may be, of all Loans, Letters of Credit and all other Obligations will, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction ReceiverLender, demand repayment of the outstanding principal amount of the Loans and all other Obligations, whereupon such principal amount and such other Obligations shall become immediately due and payable with interest thereon, at the rate or rates determined as herein provided provided, to the date of actual payment thereof, all without further notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receivereach Restricted Party; provided however that repayment provided, if any Event of the Obligations shall only be made Default described in accordance Section 11.01(j) or (k) with the Settlement Approval Order respect to the extent Borrower occurs, the Commitments (if not theretofore terminated) will automatically terminate and the outstanding principal amount or face amount, as the case may be, of all Loans, Letters of Credit and from Proceeds for Distribution in the priority all other Obligations will automatically be and order of payment set out in the Settlement Approval Orderbecome immediately due and payable; and (b) the Lenders, or the Administrative Agent on their behalf, Lender may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order)its discretion, exercise any right or recourse and proceed by any action, suit, remedy or proceeding under the Security or Applicable Law, including against any right, recourse, action, suit, remedy or proceeding Restricted Party authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, by Applicable Law for the recovery of all the Obligations to the Lenders and Lender (or its Affiliate, as applicable) and, whether or not the Lenders or the Administrative Agent have Lender has exercised any of their respective its rights under the foregoing clause (a); provided however that repayment of , proceed to exercise any and all rights hereunder and under the Obligations shall only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval OrderSecurity. (2) The Administrative Agent and Lenders are Lender is not under any obligation to the Construction Receiver Restricted Parties or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the collateral to be sold, dealt with or Disposed otherwise disposed of. Neither the Administrative Agent The Lender is neither responsible nor the Lenders are responsible or liable to the Construction Receiver Restricted Parties (or any of them) or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts its part or on the part of any director, officer, employee, agent or adviser of any of them the Lender in connection with any of the foregoing. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.

Acceleration and Enforcement. (1) If any Event of Default occurs: occurs and is continuing (aother than with respect to an Event of Default described in Section 10.1(e) to which Section 10.3 applies), the Lenders Lender will have no further obligation to make Loans available Advances to the Construction Receiver hereunder, Borrower and may, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction Receiver, demand repayment of the outstanding principal amount of the Loans all Advances and all other ObligationsObligations will, whereupon such principal amount and such other Obligations shall upon demand made by the Lender, become immediately due and payable with interest thereon, thereon at the rate or rates determined as herein provided provided, to the date of actual payment thereof, all without further notice, presentment, protest, additional demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receiver; provided however that repayment Borrower, the Loan Facility will be terminated and Lender may take any such action as is required to protect the interests of the Obligations shall only be made Lender in accordance with and to any portion of the Settlement Approval Order assets or undertaking subject to the extent Encumbrance granted pursuant to the Security Documents; provided, if any Event of Default described in Section 10.1(l) through 10.1(o) occurs, the Loan Facility (if not theretofore terminated) will automatically terminate and from Proceeds for Distribution in the priority outstanding principal amount of all Advances and order all other Obligations will automatically be and become immediately due and payable, all without notice, presentment, protest, additional demand, notice of payment set out in dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Settlement Approval Order; and (b) Borrower. In such event, the Lenders, or the Administrative Agent on their behalf, Lender may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order)its discretion, exercise any right or recourse and and/or proceed by any action, suit, remedy or proceeding under against any of the Obligors and to protect the interest of the Lender in and to any portion of the assets or undertaking subject to the Encumbrance granted pursuant to the Security or Applicable Law, including any right, recourse, action, suit, remedy or proceeding Documents to the extent authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, by law for the recovery of all the Obligations to and no such remedy for the Lenders and whether or not the Lenders or the Administrative Agent have exercised any of their respective rights under the foregoing clause (a); provided however that repayment enforcement of the Obligations shall only rights of the Lender will be made in accordance with the Settlement Approval Order to the extent exclusive of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order. (2) The Administrative Agent and Lenders are not under any obligation to the Construction Receiver or dependent on any other Person remedy, but any one or more of such remedies may from time to realize upon any collateral time be exercised independently or enforce the Security or any part thereof or to allow any of the collateral to be dealt with or Disposed of. Neither the Administrative Agent nor the Lenders are responsible or liable to the Construction Receiver or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoingcombination. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.

Acceleration and Enforcement. (1) If any Event of Default occurs: (a) shall be continuing, the Lenders will have no further obligation to make Loans available to the Construction Receiver hereunder, and may, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of Lender may by written notice to the Construction ReceiverBorrower, demand repayment take any or all of the outstanding principal amount following actions, without prejudice to the rights of the Lender or the holder of the Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Sections 6.1(e), (f) or (g) shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Lender to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment shall forthwith terminate immediately; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans and the Note and all other ObligationsRevolving Obligations owing hereunder and thereunder to be, whereupon such principal amount and such other Obligations the same shall become immediately become, forthwith due and payable with interest thereon, at the rate or rates determined as herein provided to the date of actual payment thereof, all without further notice, presentment, protest, demand, protest or other notice of dishonour or any other demand or notice whatsoeverkind, all of which are hereby expressly waived by the Construction Receivereach Credit Party; provided however that repayment (iii) terminate any Letter of the Obligations shall only Credit, which may be made terminated, in accordance with its terms; (iv) direct the Settlement Approval Order Borrower to pay (and the extent Borrower agrees that upon receipt of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order; and (b) the Lenderssuch notice, or the Administrative Agent on their behalf, may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order), exercise any right or recourse and proceed by any action, suit, remedy or proceeding under the Security or Applicable Law, including any right, recourse, action, suit, remedy or proceeding authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, for the recovery of all the Obligations to the Lenders and whether or not the Lenders or the Administrative Agent have exercised any of their respective rights under the foregoing clause (a); provided however that repayment of the Obligations shall only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval Order. (2) The Administrative Agent and Lenders are not under any obligation to the Construction Receiver or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the collateral to be dealt with or Disposed of. Neither the Administrative Agent nor the Lenders are responsible or liable to the Construction Receiver or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoing. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of DefaultDefault specified in Sections 6.1(e), (f) or (g) with respect to the Administrative Borrower, it will pay) to the Lender at the Payment Office such additional amount of cash, to be held as security by the Lender, as is equal to the outstanding amount of all Letter of Credit Obligations then outstanding; (v) request the Required Secured Creditors under and as defined in the Intercreditor Agreement to direct the Collateral Agent will act on the written instructions to enforce all of the Required Lenders as provided in this Agreement Liens and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order security interests created pursuant to the Lenders in accordance with their Applicable Percentage respective Security Documents subject to the terms of the Obligations Intercreditor Agreement to the extent applicable to such Security Document; and (vi) apply any cash collateral in accordance with Section 9.06the possession of the Lender to the outstanding Revolving Obligations.

Acceleration and Enforcement. (1) If any Event of Default occurs: occurs and is continuing, (ai) the Lenders Lender will have no further obligation to make Loans available to the Construction Receiver hereunder, and maythe outstanding principal amount or face amount, as the case may be, of all Loans and all other Obligations will, at the option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction ReceiverLender, demand repayment of the outstanding principal amount of the Loans and all other Obligations, whereupon such principal amount and such other Obligations shall become immediately due and payable with interest thereon, at the rate or rates determined as herein provided provided, to the date of actual payment thereof, all without further notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receivereach Credit Party; provided however that repayment provided, if any Event of the Obligations shall only be made Default described in accordance 11.01(j) or (k) with the Settlement Approval Order respect to the extent Credit Parties occurs, the Commitments (if not theretofore terminated) will automatically terminate and the outstanding principal amount or face amount, as the case may be, of all Loans and from Proceeds for Distribution in the priority all other Obligations will automatically be and order of payment set out in the Settlement Approval Orderbecome immediately due and payable; and (bii) the Lenders, or the Administrative Agent on their behalf, Lender may, in their sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order)its discretion, exercise any right or recourse and proceed by any action, suit, remedy or proceeding under the Security or Applicable Law, including against any right, recourse, action, suit, remedy or proceeding Credit Party authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, by law for the recovery of all the Obligations of the Credit Parties to the Lenders and whether or Lender and, notwithstanding that the Lender has not the Lenders or the Administrative Agent have exercised any of their respective rights every right under the foregoing clause (ai); provided however that repayment of , proceed to exercise any and all rights hereunder and under the Obligations shall only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment set out in the Settlement Approval OrderLoan Documents. (2) The Administrative Agent and Lenders are Lender is not under any obligation to the Construction Receiver Credit Parties or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the collateral to be sold, dealt with or Disposed otherwise disposed of. Neither the Administrative Agent The Lender is not responsible nor the Lenders are responsible or liable to the Construction Receiver Credit Parties or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoing. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.. DOCPROPERTY "DocID" \* MERGEFORMAT 065093/564287 MT MTDOCS 45761290 - 66 -

Acceleration and Enforcement. (1) If any Event of Default occurs: (a) the Lenders will have no further obligation to make Loans available Lender may, upon written notice to the Construction Receiver, terminate the right of the Construction Receiver hereunderto disburse any further funds from the Loan Disbursement Account; provided however, that the Construction Receiver shall be entitled to exercise all rights and remedies it may have from time to time with respect to all amounts in the Loan Disbursement Account provided under either or both of the Craft C&D Contracts in the event of a default by Craft thereunder; (b) the Lender may, at the its option of the Administrative Agent or at the request of the Required Lenders and in any event on delivery of written notice to the Construction Receiver, demand repayment of the outstanding principal amount of the Loans Loan and all other Obligations, whereupon such principal amount and such other Obligations shall become immediately due and payable with interest thereon, at the rate or rates determined as herein provided to the date of actual payment thereof, all without further notice, presentment, protest, demand, notice of dishonour or any other demand or notice whatsoever, all of which are hereby expressly waived by the Construction Receiver; provided however that such repayment of the Obligations shall (i) only be made in accordance with the Settlement Approval Order to the extent of and from Proceeds for Distribution in the priority and order of payment of the Obligations as set out in the Settlement Approval Order and (ii) be in accordance with the Settlement Approval Order; and (bc) the Lenders, or the Administrative Agent on their behalf, Lender may, in their its sole and absolute discretion (but subject to the further order of the Court, if required under the Receivership Order (including Section 11 thereof, if applicable) and/or under the Settlement Approval Order), exercise any right or recourse and proceed by any action, suit, remedy or proceeding under the Security or Applicable Law, including any right, recourse, action, suit, remedy or proceeding authorized or permitted in the UC Receivership Proceedings or under the Settlement Approval Order, for the recovery of all the Obligations to the Lenders Lender and whether or not the Lenders or the Administrative Agent have Lender has exercised any of their respective its rights under the foregoing clause (a); provided however that repayment of the Obligations shall only be made in accordance with the Settlement Approval Order and to the extent of and from Proceeds for Distribution in the priority and order of payment of the Obligations as set out in the Settlement Approval Order. (2) The Administrative Agent and Lenders are Lender is not under any obligation to the Construction Receiver or any other Person to realize upon any collateral or enforce the Security or any part thereof or to allow any of the collateral to be dealt with or Disposed of. Neither the Administrative Agent nor the Lenders are The Lender is not responsible or liable to the Construction Receiver or any other Person for any loss or damage arising from such realization or enforcement or the failure to do so or for any act or omission on their respective parts its part or on the part of any director, officer, employee, agent or adviser of any of them in connection with any of the foregoing. (3) Each of the Lenders acknowledges that the Administrative Agent holds the Security to secure all of the Obligations and, upon the occurrence of an Event of Default, the Administrative Agent will act on the written instructions of the Required Lenders as provided in this Agreement and will distribute the Proceeds for Distribution received by the Administrative Agent in accordance with the Settlement Approval Order to the Lenders in accordance with their Applicable Percentage of the Obligations and in accordance with Section 9.06.