Common use of Acceleration, Etc Clause in Contracts

Acceleration, Etc. (a) The Agent shall, upon the instructions of RBC, issue a written notice to the Borrower declaring the Obligations under Facility A to be immediately due and payable. For greater certainty, as Facility A is a demand facility RBC may instruct the Agent to issue a demand for payment under Facility A regardless of whether an Event of Default has occurred and is continuing. Notwithstanding the issuance of any such demand for payment under Facility A, any enforcement of the Security shall require the approval of the Required Lenders as hereinafter provided. (b) Upon the occurrence of an Event of Default which is continuing the Agent shall, upon the instructions of the Required Lenders, issue a written notice to the Borrower (a "Acceleration Notice") declaring all of the Obligations to be immediately due and payable. (c) Upon receipt of an Acceleration Notice the Borrower shall immediately pay and satisfy the Obligations, including payment to the Agent of the following amounts (without duplication): (i) the Outstanding Advances and all accrued and unpaid interest, fees and other amounts relating thereto; (ii) the greater of the Aggregate Actual Hedge Liability and the aggregate Deemed Hedge Risk in respect of all Hedge Transactions then outstanding; (iii) an amount equal to the face amount of all Bankers' Acceptances and BA Equivalent Loans then outstanding; and (iv) the maximum amount payable under all outstanding Letters of Credit. The Agent shall hold all such amounts paid by the Borrower in respect of such Hedge Transactions, Bankers' Acceptances, BA Equivalent Loans and Letters of Credit as security for the Borrower's obligations thereunder. (d) At any time on or after the Acceleration Date the Agent may exercise any and all rights and remedies hereunder and under any other Loan Documents, including the enforcement of all or any portion of the Security. (e) From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, both before and after the issuance of an Acceleration Notice, all Outstanding Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

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

Acceleration, Etc. (a) The Upon the occurrence of any Event of Default, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent shall, upon the instructions written request of RBCthe Required Lenders, issue a by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower declaring or any other Credit Party in any manner permitted under applicable law: (a) declare the Obligations under Facility A to be Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately due and payable. For greater certainty, as Facility A is a demand facility RBC may instruct the Agent to issue a demand for payment under Facility A regardless of whether an Event of Default has occurred and is continuing. Notwithstanding the issuance without any other notice of any such demand for payment under Facility A, any enforcement of the Security shall require the approval of the Required Lenders as hereinafter provided.kind; (b) Upon declare the principal of and any accrued interest in respect of all Loans, all LC Disbursements which remain unreimbursed, and all other Obligations owing hereunder and under the other Credit Documents to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) terminate any Letter of Credit which may be terminated in accordance with its terms; (d) direct the Borrower to pay (and the Borrower hereby agrees that on receipt of such notice or upon the occurrence of an Event of Default which is continuing the Agent shall, upon the instructions of the Required Lenders, issue a written notice with respect to the Borrower (a "Acceleration Notice"under section 10.1(h), it will pay) declaring all to the Administrative Agent an amount of cash equal to 100% of the Obligations to be immediately due and payable. (c) Upon receipt of an Acceleration Notice the Borrower shall immediately pay and satisfy the Obligations, including payment to the Agent of the following amounts (without duplication): (i) the Outstanding Advances and all accrued and unpaid interest, fees and other amounts relating thereto; (ii) the greater of the Aggregate Actual Hedge Liability and the aggregate Deemed Hedge Risk in respect Stated Amount of all Hedge Transactions then outstanding; (iii) an amount equal to the face amount of all Bankers' Acceptances and BA Equivalent Loans then outstanding; and (iv) the maximum amount payable under all outstanding Letters of Credit. The Agent shall hold all such amounts paid by the Borrower in respect of such Hedge Transactions, Bankers' Acceptances, BA Equivalent Loans and Letters of Credit then outstanding, with such amount to be held as security for the Borrower's (and any Subsidiary which is an account party) reimbursement and payment obligations thereunder. (d) At any time on or after the Acceleration Date the Agent may exercise any and all rights and remedies hereunder and under any other Loan Documents, including the enforcement of all or any portion of the Security.in respect thereof; and/or (e) From and after the date exercise any other right or remedy available under any of the occurrence of Credit Documents or applicable law; PROVIDED that, if an Event of Default and for so long specified in section 10.1(h) shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (a) and/or (b) above shall occur automatically without the giving of any such Event of Default continues, both before and after the issuance of an Acceleration Notice, all Outstanding Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risknotice.

Acceleration, Etc. 15.2.1 If a Default occurs and remains unremedied the Facility Agent may, and shall if so instructed by the Majority Banks, by notice (aa "DEFAULT NOTICE") The Agent shall, upon the instructions of RBC, issue a written notice to the Borrower declaring -79- Parent Guarantor cancel the Obligations Facilities and require the Borrowers immediately to repay each Loan together with accrued interest and all other sums payable under Facility A to be this Agreement, whereupon they shall become immediately due and payable. For greater certaintyUpon the service of any Default Notice the Banks' obligations to each Borrower under this Agreement shall be terminated and the Commitment of each Bank shall be cancelled. 15.2.2 Immediately upon the Facility Agent serving a Default Notice, each Borrower shall in respect of each Guarantee issued on its behalf: (a) use its reasonable endeavours to procure the release of the Issuing Bank or, as Facility A is a demand facility RBC the case may instruct be, the Agent to issue a demand for payment under Facility A regardless of whether an Event of Default has occurred and is continuing. Notwithstanding Overdraft Bank, from the issuance of any such demand for payment under Facility A, any enforcement of the Security shall require the approval of the Required Lenders as hereinafter provided.Guarantee; and (b) without prejudice to sub-clause 15.2.2(a), pay to the credit of such account as the Issuing Bank or, as the case may be, the Overdraft Bank, shall stipulate an amount equal to the Guaranteed Amount of that Guarantee and charge such account in favour of the Issuing Bank or, as the case may be, the Overdraft Bank, in such manner and on such terms as the Issuing Bank or, as the case may be, the Overdraft Bank, may stipulate. 15.2.3 Immediately upon the Facility Agent serving a Default Notice, each outstanding FFE Contract shall be automatically terminated and closed out. Upon such termination and close-out, the occurrence Overdraft Bank shall determine in good faith the applicable closing gain or loss payable by or to it for the outstanding FFE Contracts, calculated by reference to the netting of an Event the respective amounts in each currency which the Overdraft Bank is contracted to deliver and receive under all such FFE Contracts. Any amount payable to the Overdraft Bank or to any Borrower in respect of Default which is continuing the Agent FFE Contracts pursuant to this sub-clause 15.2.3 shall, upon the instructions subject to all rights of the Required Lendersset-off, issue a written notice to the Borrower (a "Acceleration Notice") declaring all of the Obligations to be immediately due and payable. 15.2.4 Immediately upon the Facility Agent serving a Default Notice, the Overdraft Bank shall: (ca) Upon receipt of an Acceleration Notice make demand on each overdraft made available under the Borrower shall immediately pay Optional Overdraft Facility; and (b) terminate all other facilities or financial accommodation made available by it under the Optional Overdraft Facility (and satisfy the Obligationswhich are not referred to in sub-clauses 15.2.2 and 15.2.3), including payment whereupon any moneys owing to the Agent of the following amounts (without duplication): (i) the Outstanding Advances Overdraft Bank shall be immediately due and all accrued and unpaid interest, fees and other amounts relating thereto; (ii) the greater of the Aggregate Actual Hedge Liability payable and the aggregate Deemed Hedge Risk Overdraft Bank may apply any credit balance on any account of any Charging Group Company with the Overdraft Bank against any liability owed to the Overdraft Bank by that Charging Group Company (to the extent that any such credit balance is freely available to be set off in this manner). 15.2.5 If the Overdraft Bank makes a demand under any overdraft provided under the Optional Overdraft Facility, that demand shall not be a Default for the purposes of sub-clause 15.1.1 and the Security Trustee shall not take any steps to enforce the Security Documents in respect of all Hedge Transactions then outstanding; that demand if (iiia) an amount equal to that demand is satisfied in full within 15 Business Days of the face amount date of all Bankers' Acceptances and BA Equivalent Loans then outstanding; that demand and (ivb) no other Default has occurred and is continuing during that period. For the maximum amount payable avoidance of doubt, if any other Default has occurred, the Agents and the Banks may exercise all their rights under all outstanding Letters of Credit. The Agent shall hold all such amounts paid by this Clause 15 and the Borrower Security Trustee may enforce the Security Documents, including in respect of such Hedge Transactions, Bankers' Acceptances, BA Equivalent Loans and Letters of Credit as security for the Borrower's obligations thereunderamount so demanded by the Overdraft Bank. (d) At any time on or after the Acceleration Date the Agent may exercise any and all rights and remedies hereunder and under any other Loan Documents, including the enforcement of all or any portion of the Security. (e) From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, both before and after the issuance of an Acceleration Notice, all Outstanding Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.