Common use of Acceleration on Default Clause in Contracts

Acceleration on Default. If any Event of Default shall occur and be continuing, the Lender may, by notice to the Borrower, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon the same shall forthwith terminate, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Law.

Acceleration on Default. (1) If any an Event of Default shall occur has occurred and be continuing, is continuing the Lender Trustee may, by notice to and shall upon receipt of a Debentureholders’ Request from the Borrowerholders of the Debentures of any series, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon principal of and interest on the same shall forthwith terminate, and may declare the entire unpaid principal amount Debentures of the Facility, all interest accrued and unpaid thereon such series and all other fees, charges, costs and other amounts money payable hereunder with respect to such Debentures to be forthwith immediately due and payable, whereupon the principal amount same shall be immediately paid by or on behalf of the Facility, Corporation to the Trustee for the benefit of the holders of such Debentures all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without any presentment, demand, protest or further other notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon Corporation. Such payment when made shall be deemed to have been made in satisfaction and discharge of the Corporation’s payment obligations hereunder in respect of the Debentures of the applicable series and any moneys so received by the Trustee shall be applied as herein provided. (2) In the case of the occurrence of any an Event of Default under Sections 9.1(g), 9.1(hdescribed in any of subsections 7.1(6) or 9.1(ithrough (10), the Lender’s commitment principal of and interest on the Debentures then outstanding and any other moneys payable hereunder to make be due and payable shall forthwith become immediately due and payable to the Trustee without any Advance declaration or other act on the part of the Trustee or any portion thereof shall immediately terminate Debentureholder, notwithstanding anything contained herein to the contrary, and the Facility Indebtedness, including Corporation shall pay forthwith to the entire unpaid principal amount Trustee for the benefit of the Facility, all interest Debentureholders the principal of and accrued and unpaid thereon interest (including interest on amounts in default) on the Debentures and all other feesmoneys payable hereunder, charges, costs and other amounts owing under any together with subsequent interest thereon at the rate borne by the Debentures from the date of such declaration until payment is received by the Trustee. Such payment when made shall be deemed to have been made in discharge of the Facility Documents Company’s obligations hereunder and any moneys so received by the Trustee shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawapplied as provided in Section 7.7.

Acceleration on Default. If any Subject to the absolute and unconditional right of each holder of a Debt Security to receive payment of the principal thereof and interest thereon on or after the respective due dates therefor as provided in Section 6.12, in case an Event of Default shall occur and be continuinghas occurred, the Lender may, by notice to Trustee may in its discretion and shall upon the Borrower, declare its commitment to advance requisition in writing of the Facility or any portion thereof to be terminated, whereupon holders of at least 25% of the same shall forthwith terminate, and may declare the entire unpaid aggregate principal amount of the FacilityDebt Securities then outstanding (or, all interest accrued and unpaid thereon and all other feesif the Event of Default has occurred with respect only to one or more series of Debt Securities, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon the 25% in aggregate principal amount of the Facilityoutstanding Debt Securities of such series), subject to the provisions of Section 6.3, by notice in writing to the Corporation declare the principal of and interest on all Debt Securities then outstanding (or the Debt Securities of such series, as the case may be) and other moneys payable hereunder to be due and payable and the same shall become immediately due and payable to the Trustee on demand, anything therein or herein to the contrary notwithstanding, and the Corporation shall on such demand forthwith pay to the Trustee for the benefit of the Debt Security holders the principal of and accrued and unpaid interest on and interest on amounts in default on such Debt Securities (and, where such a declaration is based upon a voluntary winding-up or liquidation of the Corporation, the premium, if any, on the Debt Securities then outstanding which would have been payable upon the redemption thereof by the Corporation on the date of such declaration) and all other feesmoneys secured hereby, chargestogether with subsequent interest (to the extent permitted by law) on all such amounts at the rates specified by the Debt Securities or, costs and other amounts hereunder, including in the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice case of any kindDebt Securities which do not specify a rate of interest for amounts in default, all at the rate of interest borne by such Debt Securities or in the case of any Debt Securities which are hereby expressly waived do not bear interest at an annual rate equivalent to the annual rate of interest announced from time to time by Citibank N.A. in The City of New York as being its reference or base rate then in effect for determining interest rates on U.S. dollar commercial loans, from the date of the said declaration until payment is received by the BorrowerTrustee, provided that upon such subsequent interest to be payable at the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), times and places and in the Lender’s commitment moneys mentioned in and according to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount tenor of the FacilityDebt Securities and coupons (provided that, all if no time for the payment of such subsequent interest accrued and unpaid thereon and all other feesis specified, charges, costs and other amounts owing under any such subsequent interest shall be payable on demand). Such payment when made shall be deemed to have been made in discharge of the Facility Documents Corporation's obligations hereunder and any moneys so received by the Trustee shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawapplied as provided in Section 6.5.

Acceleration on Default. If any (1) In case an Event of Default shall occur have occurred and be continuing, the Lender Trustee may, in its discretion, and shall, upon receipt of a Holders' Request, but subject to the provisions of Section 10.3, declare, by written notice to MDC, the Borrower, declare its commitment to advance the Facility or any portion thereof principal of and accrued but unpaid interest on all Exchangeable Securities then outstanding and all other moneys payable hereunder to be terminated, whereupon due and payable and the same shall forthwith terminate, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentmentanything herein to the contrary notwithstanding, demandand MDC, protest or notice subject to the following sentence, shall forthwith pay to the Trustee for the benefit of any kind, automatically without the giving Holders (other than Holders of any Exchangeable Securities in respect of which an Exchange Date has occurred prior to the date of payment) the Default Amounts relating to all such notice Exchangeable Securities and all other moneys payable hereunder together with subsequent interest thereon until payment is received by the Lender; and thereuponTrustee. MDC shall be entitled to pay the amounts owing to Holders pursuant to this Subsection 10.2(1) either in cash or through the delivery of that number of Units having an aggregate Current Market Price as at the date of payment not less than the Default Amounts relating to the Exchangeable Securities held by such Holders provided that MDC shall withhold all applicable withholding taxes. If MDC elects to satisfy some of its obligations pursuant to Subsection 10.2 (1) with respect to any Exchangeable Security through the payment of Units, MDC shall deposit with the Lender may exercise any Trustee a number of Units sufficient to permit the Trustee to deliver to Holders that number of Units which would satisfy such obligations, determined in accordance with the foregoing sentence. MDC may, in lieu of delivering Units to the Trustee for this purpose, direct the Trustee to apply some or all of the Lender’s rights and remedies under the Security Documents, and proceed Pledged Eligible Securities to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Law.the

Acceleration on Default. If any (1) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Lender may, by notice to the Borrower, theAdministrative Agent may (i) declare its commitment to advance the Facility or any portion thereof all Note Indebtedness to be terminated, whereupon the same shall forthwith terminate, immediately due and may declare the entire unpaid principal amount of the Facility, payable (including all interest accrued and unpaid thereon interest and any interest at the Default Rate together with the Acquisition Notes Redemption Fee and all other fees, charges, costs obligations owing to the Administrative Agent or any Noteholder under or in connection with this Agreement and other amounts hereunder to be forthwith due and payablethe Notes), whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, Note Indebtedness shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers, provided that upon and (ii) exercise all rights and remedies available under this Agreement, any other Note Purchase Documents and Applicable Law and the occurrence Administrative Agent or Noteholders may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained in any Note Purchase Document, or for an injunction against a violation of any of the terms thereof, or in aid of the exercise of any power granted thereby or by law or otherwise. Notwithstanding any provision of any Note Purchase Document and without limiting any of the other rights and/or remedies of the Administrative Agent or any Noteholder, if an Event of Default under Sections 9.1(g)Section 8.1(f)through Section 8.1(i) occurs, 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount all of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents Note Indebtedness shall be immediately due and payablepayable immediately without any action, without presentment, demand, protest or notice of any kind, automatically without the giving all of any such notice which hereby are expressly waived by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available Company Parties). Notwithstanding anything to the Lender under contrary in any Note Purchase Document and for the avoidance of doubt, any reference in any Note Purchase Document to an Event of Default existing, or having occurred and being in continuance, shall remain an Event of Default until it has been waived in accordance with such Note Purchase Document. (2) Notwithstanding anything contained in this Agreement, the Security Documents, Notes or any other Facility Documents Note Purchase Document to the contrary, if the principal amount and Applicable Lawany accrued and unpaid interest on the Notes, together with the Acquisition Notes Redemption Fee, become due and payable in accordance with this Section 8.2, then the Borrowers shall pay forthwith to Administrative Agent for the benefit of the Noteholders, on a pro rata basis, the principal of, and accrued and unpaid interest (including interest on amounts in default) on such Notes, together with the Acquisition Notes Redemption Fee and all other fees and expenses payable hereunder, together with subsequent interest thereon at the rate borne by the Notes from the date such amounts are due and payable in accordance with this Section 8.2 until payment is received by the Noteholders. Such payment when made shall be deemed to have been made in discharge of the Borrowers’ obligations hereunder. (3) Except as expressly provided in Section 8.1 or 8.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrowers and the Parent.

Acceleration on Default. If any Event of Default shall occur has occurred and be is continuing, the Lender maySecured Party may in its discretion, and shall upon receipt of a Debentureholders' Request, subject to Section 7.4 of the Indenture, by notice in writing to the Borrower, Debtor declare its commitment to advance the Facility or principal of and interest on the Debentures then outstanding and any portion thereof other moneys payable hereunder to be terminated, whereupon due and payable and the same shall forthwith terminate, become immediately due and may declare payable to the entire unpaid principal amount Secured Party and the Debtor shall pay forthwith to the Secured Party for the benefit of the Facility, all interest Debentureholders the principal of and accrued and unpaid thereon interest (including interest on amounts in default) on such Debentures and all other feesmoneys payable hereunder, charges, costs and other amounts hereunder together with subsequent interest thereon at the rate borne by the Debentures from the date of such declaration until payment is received by the Secured Party. Such payment when made shall be deemed to be forthwith due and payable, whereupon the principal amount have been made in discharge of the Facility, all such accrued interest Debtor's obligations hereunder and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived moneys so received by the BorrowerSecured Party shall be applied as provided in Section 8.7 of the Indenture. Notwithstanding anything contained in the foregoing or elsewhere in this Indenture, provided in the event that upon the occurrence of any Event of Default under (other than the Event of Default set out in Sections 9.1(g7.1.1(d), 9.1(h) or 9.1(i7.1.1(e), 7.1.1(f) and 7.1.1(g) of the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate Indenture has occurred and the Facility IndebtednessApplicable Cure Period has expired, including then all principal and interest on the entire unpaid principal amount of the Facility, all interest accrued Debentures then outstanding and unpaid thereon and all any other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately monies due and payable, payable hereunder shall forthwith immediately become due and payable to the Secured Party without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice further action by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable LawSecured Party.

Acceleration on Default. If (a) Subject to Subsection 8.02(b) and Section 8.03, in case any Event of Default shall occur and be continuinghereunder has occurred which has not been waived, the Lender mayTrustee may in its discretion, and shall upon receipt of a Noteholders' Request or if so directed by the provisions of any Extraordinary Resolution that may be passed by the Noteholders, by notice in writing to the Borrower, Company declare its commitment to advance the Facility principal of and interest payable on one or any portion thereof more series of Notes then outstanding and other moneys payable hereunder to be terminateddue and payable and, whereupon subject to Article Four, the same shall forthwith terminatebecome immediately due and payable to the Trustee, anything therein or herein to the contrary notwithstanding, and may declare the entire unpaid Company shall forthwith pay to the Trustee for the benefit of the Noteholders the full principal amount of all Notes outstanding applicable to the Facility, date of repayment together with all interest accrued and unpaid thereon interest to such date and all other fees, charges, costs and other amounts hereunder liabilities in respect thereof. Such payment when made shall be deemed to be forthwith due and payable, whereupon the principal amount have been made in discharge of the Facility, all such accrued interest Company's obligations hereunder and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived moneys so received by the Borrower, Trustee shall be applied as provided that upon in Section 8.06. (b) Notwithstanding Subsection 8.02 (i) the occurrence Trustee shall not accelerate the payment of any principal and interest payable on the Series B Notes if the Event of Default under Sections 9.1(g), 9.1(hthat would be relied upon for such purpose is one specified in paragraphs 8.01(a)(i) or 9.1(i(iii) unless it has received a Series A Noteholders' Request to do so or is so permitted by a Series A Extraordinary Resolution; (ii) if the Event of Default to be relied upon for purposes of an acceleration hereunder is a Series A Default, the Trustee shall be required to accelerate the payment of principal and interest payable on the Series A Notes upon receipt of a Series A Noteholders' Request to do so or if so required by a Series A Extraordinary Resolution; and (iii) if the Event of Default to be relied upon for purposes of an acceleration hereunder is one specified in paragraph 8.01(a)(ii), the Lender’s commitment Trustee shall not be required to make any Advance accelerate the payment of principal and interest payable on the Notes unless it has received a Series B Noteholders' Request to 74 68. do so or any portion thereof shall immediately terminate is so required by a Series B Extraordinary Resolution and may not accelerate the Facility Indebtednesspayment of principal and interest payable on the Notes unless it has given not less than 7 days notice to the holders of Series A Notes, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawbe given in accordance with Subsection 14.01.

Acceleration on Default. If Upon the occurrence of an Event of Default, and at any time thereafter, if such Event of Default shall occur and be is continuing, (i) either Lender shall have the Lender mayright, by notice to the Borrower, declare its commitment to advance Company and independent of any action by the Facility other Lender or any portion thereof other Person, to (x) declare all outstanding principal of, and all accrued interest and other fees and charges on, its Loans, together with all other Obligations, to be terminated, whereupon the same shall forthwith terminate, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts hereunder to be forthwith immediately due and payable, whereupon the principal amount same shall become due and payable forthwith and (y) terminate its Commitment to make its Loans to the Company, and (ii) each of the FacilityLenders and the Trustee shall have such other rights with respect to the occurrence of an Event of Default as are provided in the Loan Documents or as are available to them at law or in equity. If an Event of Default specified in Section 7.1(k)(ii) of the General Conditions shall have occurred with respect to the Company, (i) the outstanding principal of, and all such accrued interest and other fees and charges on the Loans (together with all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, Obligations) shall thereupon become and be forthwith immediately due and payable, payable (anything in this Agreement to the contrary notwithstanding) without any presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the BorrowerCompany, provided that upon and (ii) the occurrence Commitment of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment Lenders to make the Loans to the Company shall terminate immediately (anything in this Agreement to the contrary notwithstanding) without any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving all of any such notice which are hereby expressly waived by the Lender; Company, and thereupon, the Lender may exercise any or all (iii) each of the Lender’s rights Lenders and remedies under the Security Documents, and proceed to enforce all Trustee shall have such other rights and remedies with respect to the occurrence of such Event of Default as are provided in the Loan Documents or as are available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawthem at law or in equity.

Acceleration on Default. If any an Event of Default shall occur with respect to Notes of any series or tranche at the time outstanding occurs and be is continuing, the Lender maythen in every such case, by notice to the Borrower, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon the same shall forthwith terminate, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon unless the principal amount of the Facility, all Notes of such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, series or tranche shall have already become and be forthwith due and payable, without presentment, demand, protest the Trustee or further notice the Registered Holders of any kind, all of which are hereby expressly waived by not less than 25% in the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facilityoutstanding Notes of that series or tranche may declare the principal amount (or, all interest if the Notes of that series or tranche are discount Notes, such portion of the principal amount as may be specified in the terms of that series or tranche), any premium (including any redemption premium, if applicable) and accrued and unpaid thereon and interest of all other fees, charges, costs and other amounts owing under any of the Facility Documents Notes of that series or tranche to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Registered Holders), and upon any such declaration such principal amount or specified amount) shall be become immediately due and payable. At any time after such a declaration of acceleration with respect to Notes of any series or tranche has been made and before a judgment or decree for payment of the money due has been obtained or entered by the Trustee as hereinafter in this Article provided, the Registered Holders of a majority in principal amount of the outstanding Notes of that series or tranche, by written notice to the Corporation and the Trustee, may rescind and annul such declaration and its consequences if: (a) the Corporation or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue interest that has accrued on all Notes of that series or tranche, (ii) the principal of (and premium, if any, including, without presentmentlimitation, demandany redemption premium, protest if any, on) and any Additional Amounts on any Notes of that series or notice tranche which have become due otherwise than by such declaration of any kindacceleration and interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, automatically without interest upon overdue interest at the giving of any rate or rates prescribed therefor in such notice Notes, and (iv) all sums paid or advanced by the Lender; Trustee hereunder and thereuponthe reasonable compensation, the Lender may exercise any or all expenses, disbursements and advances of the Lender’s Trustee, its agents and Counsel; and (b) all Events of Default with respect to Notes of that series or tranche, other than the non-payment of the principal of Notes of that series or tranche which have become due solely by such declaration of acceleration, have been cured or waived as provided in section 5.4. No such rescission shall affect any subsequent default or impair any right consequent thereon. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceeding shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Corporation and the Trustee shall be restored respectively to their several positions and rights and remedies under the Security Documentshereunder, and proceed to enforce all other rights rights, remedies and remedies available to powers of the Lender under this Agreement, Corporation and the Security Documents, any other Facility Documents and Applicable LawTrustee shall continue as though no such proceeding had been taken.

Acceleration on Default. If any (1) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Lender may, by notice to the Borrower, Administrative Agent may (i) declare its commitment to advance the Facility or any portion thereof all Note Indebtedness to be terminated, whereupon the same shall forthwith terminate, immediately due and may declare the entire unpaid principal amount of the Facility, payable (including all interest accrued and unpaid thereon interest and any interest at the Default Rate together with all other feesobligations owing to the Administrative Agent or any Holder under or in connection with this Agreement, charges, costs the Notes and other amounts hereunder to be forthwith due and payablethe Warrants), whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, Note Indebtedness shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the BorrowerCompany, provided that upon and (ii) subject to the occurrence terms of the Intercreditor Agreement, exercise all rights and remedies available under this Agreement, any other Unit Purchase Documents and Applicable Law and the Administrative Agent or Holders may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained in any Unit Purchase Document, or for an injunction against a violation of any of the terms thereof, or in aid of the exercise of any power granted thereby or by law or otherwise. Notwithstanding any provision of any Unit Purchase Document and without limiting any of the other rights and/or remedies of the Administrative Agent or any Holder, if an Event of Default under Sections 9.1(g), Section 9.1(h) or 9.1(i)through Section 9.1(k) occurs, the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount all of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents Note Indebtedness shall be immediately due and payablepayable immediately without any action, without presentment, demand, protest or notice of any kind, automatically without the giving all of any such notice which hereby are expressly waived by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available Company Parties). Notwithstanding anything to the Lender under contrary in any Unit Purchase Document and for the avoidance of doubt, any reference in any Unit Purchase Document to an Event of Default existing, or having occurred and being in continuance, shall remain an Event of Default until it has been waived in accordance with such Unit Purchase Document. (2) Notwithstanding anything contained in this Agreement, the Security Documents, Note or any other Facility Documents Unit Purchase Document to the contrary, if the principal amount and Applicable Lawany accrued and unpaid interest on the Notes become due and payable in accordance with this Section 9.2, then the Company shall pay forthwith to Administrative Agent for the benefit of the Holders, on a pro rata basis, the principal of, and accrued and unpaid interest (including interest on amounts in default) on such Notes, together with all other fees and expenses payable hereunder, together with subsequent interest thereon at the rate borne by the Notes from the date such amounts are due and payable in accordance with this Section 9.2 until payment is received by the Holders. Such payment when made shall be deemed to have been made in discharge of the Company’s obligations hereunder. (3) Except as expressly provided in Section 9.1 or Section 9.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Company and the Parent.

Acceleration on Default. If any Event of Default shall occur and be continuing, the Lender may, by notice to the Borrower, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon the same shall forthwith terminate, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, hereunder shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(gSection 9.1(f), 9.1(hSection 9.1(g) or 9.1(iSection 9.1(h), the Lender’s commitment to make any the Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Law.

Acceleration on Default. If any an Event of Default shall occur hereunder has occurred and be is continuing, then the Lender mayTrustee may in its discretion, by notice and shall upon receipt of a Debentureholders' Request, declare the principal of and interest on all Debentures then outstanding and other monies payable hereunder to be due and payable and such amounts shall forthwith become immediately due and payable to the BorrowerTrustee on demand, declare its commitment anything therein or herein to advance the Facility or any portion thereof contrary notwithstanding. The Corporation shall on such demand forthwith pay to be terminated, whereupon the same shall forthwith terminateTrustee for the benefit of the Debentureholders the principal of, and may declare the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon interest and interest on amounts in default on, such Debentures (and, where such a declaration is based upon a voluntary dissolution, winding-up or liquidation of the Corporation, the premium, if any, on the Debentures then outstanding which would have been payable upon the redemption thereof by the Corporation, other than through sinking fund operations, on the date of such declaration) and all other feesmonies payable thereunder together with subsequent interest thereon at the rates borne by the Debentures from the date of such declaration until payment is received by the Trustee, charges, costs and other amounts hereunder such subsequent interest to be forthwith due payable at the times and payable, whereupon places and in the principal amount monies mentioned in and according to the tenor of the Facility, all such accrued interest Debentures and all other fees, charges, costs coupons. Such payment when made shall be deemed to have been made in satisfaction of the Corporation's obligations hereunder and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived monies so received by the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents Trustee shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawapplied as herein provided.

Acceleration on Default. If any an Event of Default shall occur occurs and be is continuing, the Lender Holder may, by notice to : (a) accelerate the Borrower, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon the same shall forthwith terminate, Maturity Date and may declare the entire unpaid principal amount Principal Amount of the FacilityDebentures then outstanding, all interest accrued and unpaid thereon interest hereunder, all accrued PIK and all any other fees, charges, costs and other amounts monies payable hereunder to be forthwith immediately due and payablepayable by the Corporation to the Holder; (b) suspend any rights of any Financing Party under any Financing Document, whereupon such rights shall be so suspended; (c) enforce or realize upon all or any Lien granted under the principal amount of Security Documents subject to any notice required pursuant to any applicable Law; and (d) take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by applicable Law or in equity (whether or not provided for herein or in any other Financing Document) at such times and in such manner as the FacilityHolder may consider expedient, all such accrued interest and all other feeswithout, chargesexcept as may be required by Applicable Law, costs and other amounts hereunderany additional notice, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further protest, notice of protest, dishonor or any kindother action. If an Event of Default referred to in paragraph 6 of Section IV of the BDC Capital General Terms and Conditions occurs, the Maturity Date shall automatically be accelerated and the Principal Amount of the Debentures then outstanding, all accrued and unpaid interest hereunder, all accrued PIK and all other amounts payable hereunder shall become immediately and automatically due and payable without any action on the part of which are hereby expressly waived by the BorrowerHolder being required. The Holder may also elect to convert the outstanding Principal Amount of the Debenture, all accrued and unpaid interest hereunder, all accrued PIK and any other monies payable hereunder into Debenture Shares or Common Shares, as the case may be, in accordance with Article 3 or Section 2.4, as applicable. At any time after the Holder has made a declaration of acceleration with respect to the Debentures but before a judgment or decree for payment of money due has been obtained, the Holder may, at its sole discretion, rescind any such declaration of acceleration and its consequences, provided that upon all payments due, other than those due as a result of acceleration, have been made and all Events of Default, other than the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount non- payment of the Facilityoutstanding Principal Amount on the Debenture, all interest accrued and unpaid thereon interest hereunder and all other fees, charges, costs and other amounts owing under any of the Facility Documents shall be immediately due and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawmonies payable hereunder which has become due solely by such declaration of acceleration, have been remedied or waived.

Acceleration on Default. If any Subject to Section 8.4, if an Event of Default shall occur and be continuinghas occurred, the Lender mayTrustee may in its discretion and shall, upon prior funding and indemnity and receipt of a requisition in writing made by notice Holders of at least 51% in aggregate principal amount of the Notes then outstanding, or if the default shall be made only in respect of one or more Series of the Notes then outstanding, then the Trustee shall, upon prior funding and indemnity and receipt of a requisition in writing of the holders of at least 51% in principal amount of the Notes of such Series then outstanding, declare the principal of and interest accrued on all the Notes, and all other amounts, if any, owing under the provisions of this Indenture, to be due and payable to the BorrowerTrustee on demand, declare its commitment to advance the Facility or any portion thereof to be terminated, whereupon and the same shall forthwith terminatebecome immediately due and payable to the Trustee on demand, anything therein or herein contained to the contrary notwithstanding, and may declare the entire unpaid principal amount Issuer shall, on such demand, forthwith pay to the Trustee, for the benefit of the FacilityNoteholders, all interest accrued the principal and unpaid thereon interest, if any, then accrued upon all such Notes (including interest on amounts in default), and all other fees, charges, costs and other amounts hereunder to be forthwith due and payable, whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided that upon the occurrence of any Event of Default under Sections 9.1(g), 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any the provisions of this Indenture, together with interest at the respective rates borne by the Notes from the date of such declaration to the date payment is received by the Trustee, subject to such funds necessary to pay such amounts being available in a sinking fund, if any, in respect of the Facility Documents Notes, in which case the Trustee will first have recourse to payment of such amounts from any such sinking fund prior to making demand for payment from the Issuer and will only seek demand for payment from the Issuer once all funds in such sinking fund are exhausted. Such payments, when received, shall be immediately due deemed to have been in discharge of the Issuer’s obligations under this Indenture and payable, without presentment, demand, protest or notice of any kind, automatically without the giving of any such notice amounts so received by the Lender; and thereupon, Trustee shall be applied in the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available to the Lender under this Agreement, the Security Documents, any other Facility Documents and Applicable Lawmanner specified in Section 8.7.

Acceleration on Default. If any (1) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Lender may, by notice to the Borrower, Administrative Agent may (i) declare its commitment to advance the Facility or any portion thereof all Note Indebtedness to be terminated, whereupon the same shall forthwith terminate, immediately due and may declare the entire unpaid principal amount of the Facility, payable (including all interest accrued and unpaid thereon interest and any interest at the Default Rate together with the Redemption Fee and all other fees, charges, costs obligations owing to the Administrative Agent or any Noteholder under or in connection with this Agreement and other amounts hereunder to be forthwith due and payablethe Notes), whereupon the principal amount of the Facility, all such accrued interest and all other fees, charges, costs and other amounts hereunder, including the applicable Prepayment Premium, Note Indebtedness shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the BorrowerCompany, provided that upon and (ii) exercise all rights and remedies available under this Agreement, any other Note Purchase Documents and Applicable Law and the occurrence Administrative Agent or Noteholders may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained in any Note Purchase Document, or for an injunction against a violation of any of the terms thereof, or in aid of the exercise of any power granted thereby or by law or otherwise. Notwithstanding any provision of any Note Purchase Document and without limiting any of the other rights and/or remedies of the Administrative Agent or any Noteholder, if an Event of Default under Sections 9.1(g)Section 8.1(f) through Section 8.1(i) occurs, 9.1(h) or 9.1(i), the Lender’s commitment to make any Advance or any portion thereof shall immediately terminate and the Facility Indebtedness, including the entire unpaid principal amount all of the Facility, all interest accrued and unpaid thereon and all other fees, charges, costs and other amounts owing under any of the Facility Documents Note Indebtedness shall be immediately due and payablepayable immediately without any action, without presentment, demand, protest or notice of any kind, automatically without the giving all of any such notice which hereby are expressly waived by the Lender; and thereupon, the Lender may exercise any or all of the Lender’s rights and remedies under the Security Documents, and proceed to enforce all other rights and remedies available Company Parties). Notwithstanding anything to the Lender under contrary in any Note Purchase Document and for the avoidance of doubt, any reference in any Note Purchase Document to an Event of Default existing, or having occurred and being in continuance, shall remain an Event of Default until it has been waived in accordance with such Note Purchase Document. (2) Notwithstanding anything contained in this Agreement, the Security Documents, Notes or any other Facility Documents Note Purchase Document to the contrary, if the principal amount and Applicable Lawany accrued and unpaid interest on the Notes, together with the Redemption Fee, become due and payable in accordance with this Section 8.2, then the Company shall pay forthwith to Administrative Agent for the benefit of the Noteholders, on a pro rata basis, the principal of, and accrued and unpaid interest (including interest on amounts in default) on such Notes, together with the Redemption Fee and all other fees and expenses payable hereunder, together with subsequent interest thereon at the rate borne by the Notes from the date such amounts are due and payable in accordance with this Section 8.2 until payment is received by the Noteholders. Such payment when made shall be deemed to have been made in discharge of the Company's obligations hereunder. (3) Except as expressly provided in Section 8.1 or Section 8.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Company and the Parent.