Common use of Acceleration on Default Clause in Contracts

Acceleration on Default. (1) In case an Event of Default shall have occurred and be continuing, the 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 principal of and accrued but unpaid interest on all Exchangeable Securities then outstanding and all other moneys payable hereunder to be due and payable and the same shall forthwith become immediately due and payable, anything herein to the contrary notwithstanding, and MDC, subject to the following sentence, shall forthwith pay to the Trustee for the benefit of the Holders (other than Holders of Exchangeable Securities in respect of which an Exchange Date has occurred prior to the date of payment) the Default Amounts relating to all such Exchangeable Securities and all other moneys payable hereunder together with subsequent interest thereon until payment is received by the Trustee. 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 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 Pledged Eligible Securities to the

Acceleration on Default. (1a) In Subject to Subsection 8.02(b) and Section 8.03, in case an any Event of Default shall have hereunder has occurred and be continuingwhich has not been waived, the Trustee may, may in its discretion, and shall, shall upon receipt of a HoldersNoteholders' Request, but subject to Request or if so directed by the provisions of Section 10.3, declareany Extraordinary Resolution that may be passed by the Noteholders, by written notice in writing to MDC, the Company declare the principal of and accrued but unpaid interest payable on all Exchangeable Securities one or more series of Notes then outstanding and all other moneys payable hereunder to be due and payable and and, subject to Article Four, the same shall forthwith become immediately due and payablepayable to the Trustee, anything therein or herein to the contrary notwithstanding, and MDC, subject to the following sentence, Company shall forthwith pay to the Trustee for the benefit of the Holders (other than Holders Noteholders the full principal amount of Exchangeable Securities in respect of which an Exchange Date has occurred prior all Notes outstanding applicable to the date of payment) the Default Amounts relating repayment together with all accrued and unpaid interest to all such Exchangeable Securities date and all other liabilities in respect thereof. Such payment when made shall be deemed to have been made in discharge of the Company's obligations hereunder and any moneys payable hereunder together with subsequent interest thereon until payment is so received by the Trustee. MDC Trustee shall be entitled applied as provided in Section 8.06. (b) Notwithstanding Subsection 8.02 (i) the Trustee shall not accelerate the payment of principal and interest payable on the Series B Notes if the Event of Default that would be relied upon for such purpose is one specified in paragraphs 8.01(a)(i) or (iii) unless it has received a Series A Noteholders' Request to pay do so or is so permitted by a Series A Extraordinary Resolution; (ii) if the amounts owing Event of Default to Holders pursuant be relied upon for purposes of an acceleration hereunder is a Series A Default, the Trustee shall be required to this Subsection 10.2(1accelerate 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) either if the Event of Default to be relied upon for purposes of an acceleration hereunder is one specified in cash paragraph 8.01(a)(ii), the Trustee shall not be required to 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 through is so required by a Series B Extraordinary Resolution and may not accelerate the delivery payment of that number of Units having an aggregate Current Market Price as at principal and interest payable on the date of payment Notes unless it has given not less than the Default Amounts relating 7 days notice to the Exchangeable Securities held by holders of Series A Notes, such Holders provided that MDC shall withhold all applicable withholding taxes. If MDC elects notice 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 Trustee a number of Units sufficient to permit the Trustee to deliver to Holders that number of Units which would satisfy such obligations, determined be given 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 Pledged Eligible Securities to theSubsection 14.01.

Acceleration on Default. (1) In case Upon the occurrence and during the continuance of an Event of Default, theAdministrative Agent may (i) declare all Note Indebtedness to be immediately due and payable (including all accrued and unpaid interest and any interest at the Default Rate together with the Acquisition Notes Redemption Fee and all other obligations owing to the Administrative Agent or any Noteholder under or in connection with this Agreement and the Notes), whereupon all such Note Indebtedness shall become due and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Borrowers, and (ii) exercise all rights and remedies available under this Agreement, any other Note Purchase Documents and Applicable Law and the 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 Section 8.1(f)through Section 8.1(i) occurs, all of the Note Indebtedness shall have be immediately due and payable immediately without any action, presentment, demand, protest or notice of any kind, all of which hereby are expressly waived by the Company Parties). Notwithstanding anything to the 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 be continuingbeing 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 Trustee may, in its discretion, and shall, upon receipt of a Holders' Request, but subject Notes or any other Note Purchase Document to the provisions of Section 10.3contrary, declare, by written notice to MDC, if the principal of amount and any accrued but and unpaid interest on all Exchangeable Securities then outstanding and all other moneys payable hereunder to be the Notes, together with the Acquisition Notes Redemption Fee, become due and payable and in accordance with this Section 8.2, then the same Borrowers shall pay forthwith become immediately due and payable, anything herein to the contrary notwithstanding, and MDC, subject to the following sentence, shall forthwith pay to the Trustee Administrative Agent for the benefit of the Holders Noteholders, on a pro rata basis, the principal of, and accrued and unpaid interest (other than Holders of Exchangeable Securities including interest on amounts in respect of which an Exchange Date has occurred prior to default) on such Notes, together with the date of payment) the Default Amounts relating to all such Exchangeable Securities Acquisition Notes Redemption Fee and all other moneys fees and expenses payable hereunder 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 TrusteeNoteholders. MDC Such payment when made shall be entitled deemed to pay have been made in discharge of 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 Borrowers’ obligations pursuant to Subsection 10.2hereunder. (13) with respect to Except as expressly provided in Section 8.1 or 8.2, presentment, demand, protest and all other notices of any Exchangeable Security through kind are hereby expressly waived by the payment of Units, MDC shall deposit with Borrowers and the 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 Pledged Eligible Securities to theParent.

Acceleration on Default. (1) In case If an Event of Default shall have occurred occurs and be is continuing, the Trustee Holder may: (a) accelerate the Maturity Date and declare the Principal Amount of the Debentures then outstanding, in its discretion, all accrued and shall, upon receipt of a Holders' Request, but subject to the provisions of Section 10.3, declare, by written notice to MDC, the principal of and accrued but unpaid interest on hereunder, all Exchangeable Securities then outstanding accrued PIK and all any other moneys monies payable hereunder to be immediately due and payable 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 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 Holder may consider expedient, all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonor or any other 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 same shall forthwith become immediately due and payable, anything herein to the contrary notwithstanding, and MDC, subject to the following sentence, shall forthwith pay to the Trustee for the benefit Principal Amount of the Holders (other than Holders of Exchangeable Securities in respect of which an Exchange Date has occurred prior to the date of payment) the Default Amounts relating to Debentures then outstanding, all such Exchangeable Securities accrued and unpaid interest hereunder, all accrued PIK and all other moneys amounts payable hereunder together shall become immediately and automatically due and payable without any action on the part of the Holder 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 subsequent interest thereon until payment is received by Article 3 or Section 2.4, as applicable. At any time after the Trustee. 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 Holder has made a declaration 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) acceleration with respect to any Exchangeable Security through the Debentures but before a judgment or decree for payment of Unitsmoney due has been obtained, MDC shall deposit with the 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 Holder may, in lieu at its sole discretion, rescind any such declaration of delivering Units to acceleration and its consequences, provided that all payments due, other than those due as a result of acceleration, have been made and all Events of Default, other than the Trustee for this purpose, direct the Trustee to apply some or all non- payment of the Pledged Eligible Securities to theoutstanding Principal Amount on the Debenture, all accrued and unpaid interest hereunder and any other monies payable hereunder which has become due solely by such declaration of acceleration, have been remedied or waived.

Acceleration on Default. (1) In case Subject to Section 8.4, if an Event of Default shall have occurred and be continuinghas occurred, the Trustee may, may in its discretion, discretion and shall, upon prior funding and indemnity and receipt of a Holders' Requestrequisition in writing made by Holders of at least 51% in aggregate principal amount of the Notes then outstanding, but subject to or if the provisions default shall be made only in respect of Section 10.3one or more Series of the Notes then outstanding, declarethen the Trustee shall, by written notice to MDCupon 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 but unpaid interest on all Exchangeable Securities then outstanding the Notes, and all other moneys payable hereunder amounts, if any, owing under the provisions of this Indenture, to be due and payable to the Trustee on demand, and the same shall forthwith become immediately due and payablepayable to the Trustee on demand, anything therein or herein contained to the contrary notwithstanding, and MDCthe Issuer shall, subject to the following sentenceon such demand, shall forthwith pay to the Trustee Trustee, for the benefit of the Holders Noteholders, the principal and unpaid interest, if any, then accrued upon all such Notes (including interest on amounts in default), and all other than Holders amounts owing under the provisions of Exchangeable Securities in respect this Indenture, together with interest at the respective rates borne by the Notes from the date of which an Exchange Date has occurred prior such declaration to the date of payment) the Default Amounts relating to all such Exchangeable Securities and all other moneys payable hereunder together with subsequent interest thereon until 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 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. MDC Such payments, when received, shall be entitled deemed to pay have been in discharge of the Issuer’s obligations under this Indenture and any 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 so received 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 Trustee a number of Units sufficient to permit shall be applied in the Trustee to deliver to Holders that number of Units which would satisfy such obligations, determined manner specified 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 Pledged Eligible Securities to theSection 8.7.

Acceleration on Default. (1) In case If an Event of Default with respect to Notes of any series or tranche at the time outstanding occurs and is continuing, then in every such case, unless the principal amount of the Notes of such series or tranche shall have occurred already become due and be continuingpayable, the Trustee mayor the Registered Holders of not less than 25% in the principal amount of the outstanding Notes of that series or tranche may declare the principal amount (or, if the Notes of that series or tranche are discount Notes, such portion of the principal amount as may be specified in its discretionthe terms of that series or tranche), any premium (including any redemption premium, if applicable) and accrued and unpaid interest of all of the 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 shallupon any such declaration such principal amount or specified amount) shall 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, upon receipt the Registered Holders of a Holders' Request, but subject to majority in principal amount of the provisions outstanding Notes of Section 10.3, declarethat series or tranche, by written notice to MDC, the principal of and accrued but unpaid interest on all Exchangeable Securities then outstanding and all other moneys payable hereunder to be due and payable Corporation and the same shall forthwith become immediately due Trustee, may rescind and payable, anything herein to the contrary notwithstanding, annul such declaration and MDC, subject to the following sentence, shall forthwith pay to the Trustee for the benefit of the Holders its consequences if: (other than Holders of Exchangeable Securities in respect of which an Exchange Date has occurred prior to the date of paymenta) the Default Amounts relating to all such Exchangeable Securities and all other moneys payable hereunder together with subsequent interest thereon until payment is received by Corporation or the Trustee. MDC shall be entitled to pay the amounts owing to Holders pursuant to this Subsection 10.2(1) either in cash Guarantor has paid 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 deposited with the Trustee a number of Units sum sufficient to permit 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 limitation, any redemption premium, if any, on) and any Additional Amounts on any Notes of that series or tranche which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and Counsel; and (b) all Events of Default with respect to deliver 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 Holders that number enforce any right under this Indenture and such proceeding shall have been discontinued or abandoned because of Units which would satisfy such obligations, rescission or annulment or for any other reason or shall have been determined in accordance with the foregoing sentence. MDC may, in lieu of delivering Units adversely to the Trustee for this purposeTrustee, direct then and in every such case the Corporation and the Trustee shall be restored respectively to apply some or their several positions and rights hereunder, and all rights, remedies and powers of the Pledged Eligible Securities to theCorporation and the Trustee shall continue as though no such proceeding had been taken.

Acceleration on Default. (1) In case Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may (i) declare all Note Indebtedness to be immediately due and payable (including all accrued and unpaid interest and any interest at the Default Rate together with the Redemption Fee and all other obligations owing to the Administrative Agent or any Noteholder under or in connection with this Agreement and the Notes), whereupon all such Note Indebtedness shall become due and payable, without presentment, demand, protest or further notice of any kind, all of which are expressly waived by the Company, and (ii) exercise all rights and remedies available under this Agreement, any other Note Purchase Documents and Applicable Law and the 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 Section 8.1(f) through Section 8.1(i) occurs, all of the Note Indebtedness shall have be immediately due and payable immediately without any action, presentment, demand, protest or notice of any kind, all of which hereby are expressly waived by the Company Parties). Notwithstanding anything to the 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 be continuingbeing 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 Trustee may, in its discretion, and shall, upon receipt of a Holders' Request, but subject Notes or any other Note Purchase Document to the provisions of Section 10.3contrary, declare, by written notice to MDC, if the principal of amount and any accrued but and unpaid interest on all Exchangeable Securities then outstanding and all other moneys payable hereunder to be the Notes, together with the Redemption Fee, become due and payable and in accordance with this Section 8.2, then the same Company shall pay forthwith become immediately due and payable, anything herein to the contrary notwithstanding, and MDC, subject to the following sentence, shall forthwith pay to the Trustee Administrative Agent for the benefit of the Holders Noteholders, on a pro rata basis, the principal of, and accrued and unpaid interest (other than Holders of Exchangeable Securities including interest on amounts in respect of which an Exchange Date has occurred prior to default) on such Notes, together with the date of payment) the Default Amounts relating to all such Exchangeable Securities Redemption Fee and all other moneys fees and expenses payable hereunder 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 TrusteeNoteholders. MDC Such payment when made shall be entitled deemed to pay have been made in discharge of 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 Company's obligations pursuant to Subsection 10.2hereunder. (13) with respect to Except as expressly provided in Section 8.1 or Section 8.2, presentment, demand, protest and all other notices of any Exchangeable Security through kind are hereby expressly waived by the payment of Units, MDC shall deposit with Company and the 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 Pledged Eligible Securities to theParent.