Common use of Canadian Employee Benefit Plans Clause in Contracts

Canadian Employee Benefit Plans. There shall occur one or more Canadian Pension Plan Termination Events that have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (y) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Pension Plan when due and such failure has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; then, and in every such Event of Default (other than (x) an Event of Default with respect to any Borrower described in clause (f) or (g) of this Article or (y) any Event of Default arising under Section 6.15), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Commitments shall terminate immediately along with the obligation of Issuing Banks to issue any Letter of Credit, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers and (iii) require that the applicable Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that (A) upon the occurrence of an Event of Default with respect to any Borrower described in clause (f) or (g) of this Article, any such Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and the obligation of the Borrowers to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (B) during the continuance of any Event of Default arising under Section 6.15, after giving effect to the proviso to Section 8.01(c) (X) solely upon the request of the Required Revolving Lenders (but not the Required Lenders or any other Lender or group of Lenders), the Administrative Agent shall, by notice to the Parent, (1) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (2) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder in respect of the Revolving Loans, shall become due and payable immediately, without presentment, demand, protest or other notice in respect thereof of any kind, all of which are hereby waived by the Borrowers and (3) require that applicable Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account) and (Y) subject to the Financial Covenant Standstill, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, subject to any applicable intercreditor agreement, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

Canadian Employee Benefit Plans. There shall occur one Teleglobe has listed in Section 3.2(t) of the Teleglobe Disclosure Schedule a list of all pension, retirement, bonus, profit sharing, compensation, incentive, stock purchase, stock option, savings, insurance, medical, hospitalization, disability, death, and other similar plans, programs, arrangements or more practices (written or otherwise) covering any or all of its Canadian Pension employees or its Subsidiaries (the "Canadian Teleglobe Employee Plans" and, together with the US Teleglobe Employee Plans, the "Teleglobe Employee Plans"). (i) With respect to each Canadian Teleglobe Employee Plan, Teleglobe has made available to Excel a true and correct copy of (x) such Canadian Teleglobe Employee Plan Termination Events that have had and (y) the most recent actuarial report or could reasonably be expected valuation relating to havea Canadian Teleglobe Employee Plan, if any; (ii) With respect to the Canadian Teleglobe Employee Plans, individually or and in the aggregate, such plans are being administered in accordance with their terms and applicable Canadian Laws and no event has occurred, and to the actual knowledge of the executive officers of Teleglobe, there exists no condition or set of circumstances in connection with which Teleglobe could be subject to any liability which would have a Material Adverse Effect or (y) a Canadian Loan Party fails to make a required contribution to or payment on Teleglobe under any applicable Canadian Pension Plan when due and such failure has had or could reasonably be expected Law; (iii) With respect to havethe Canadian Teleglobe Employee Plans, individually or and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued under the terms of such plans and applicable Canadian Laws and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with Canadian GAAP, on the financial statements of Teleglobe contained in the Teleglobe Disclosure Documents, which obligations would have a Material Adverse Effect; thenEffect on Teleglobe; (iv) Except as disclosed in Teleglobe Disclosure Documents filed prior to the date of this Agreement, and except as provided for in every such Event this Agreement, neither Teleglobe nor any of Default (other than its Subsidiaries is a party to any oral or written (x) an Event agreement with any Canadian officer or other Canadian key employee of Default with respect to Teleglobe or any Borrower described in clause (f) or (g) of this Article or (y) any Event of Default arising under Section 6.15), and at any time thereafter during the continuance of such Event of Defaultits Subsidiaries, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, and thereupon such Commitments shall terminate immediately along with the obligation of Issuing Banks to issue any Letter of Credit, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all benefits of which are hereby waived by contingent, or the Borrowers and (iii) require that the applicable Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% terms of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that (A) which are materially altered, upon the occurrence of an Event a transaction involving Teleglobe of Default the nature contemplated by this Agreement, (y) agreement with respect to any Borrower described Canadian officer of Teleglobe providing any term of employment or compensation guarantee extending for a period longer than one year from the date thereof and for the payment of compensation in clause (f) excess of $100,000 per annum, or (gz) of this ArticleCanadian agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any such Commitments shall automatically terminate and the principal of the Loans then outstandingbenefits of which will be increased, together with accrued interest thereon and all fees and other obligations or the vesting of the Borrowers accrued hereunderbenefits of which will be accelerated, shall automatically become due and payable, without presentment, demand, protest or other notice by the occurrence of any kind, all of the transactions contemplated by this Agreement or the value of any of the benefits of which are hereby waived by will be calculated on the Borrowers, and the obligation basis of any of the Borrowers to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender and (B) during the continuance of any Event of Default arising under Section 6.15, after giving effect to the proviso to Section 8.01(c) (X) solely upon the request of the Required Revolving Lenders (but not the Required Lenders or any other Lender or group of Lenders), the Administrative Agent shall, transactions contemplated by notice to the Parent, (1) terminate the Revolving Credit Commitments, and thereupon such Revolving Credit Commitments shall terminate immediately, (2) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder in respect of the Revolving Loans, shall become due and payable immediately, without presentment, demand, protest or other notice in respect thereof of any kind, all of which are hereby waived by the Borrowers and (3) require that applicable Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 100% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account) and (Y) subject to the Financial Covenant Standstill, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, subject to any applicable intercreditor agreement, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCCthis Agreement.