Common use of Continuance and Acceleration of Guaranteed Obligations upon Certain Events Clause in Contracts

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified in Section 6.01(e) shall occur; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the Borrower; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documents, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the Loan Documents that would be available to them during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event event shall occur under the Credit Agreement or any of Default specified the other Guaranteed Agreements which pursuant to the terms thereof is to result in Section 6.01(e) shall occurthe automatic acceleration of any Guaranteed Obligations; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents any Guaranteed Agreement shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the BorrowerUS Holdings; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentsthis Agreement, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower US Holdings and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate rates set forth in Sections 4.6.1 and 4.6.2 of the Credit Agreement, as applicable and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under this Agreement and the Loan Documents Guaranteed Agreements that would be available to them during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: If (a) any Event of Default specified described in Section 6.01(e7.1(n) shall occur; have occurred and be continuing, (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Security Documents shall become effective; or effective or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agencyGovernmental Authority) against the Borrower; Company then (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentsthis Agreement, be deemed (A) in the case of clause (c)) above, to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower Company, and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate rate equal to the then highest yield on any of the Outstanding Securities plus two percent (2%) and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing IDB may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them it during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified that the Note Purchase Agreement states is to result in Section 6.01(e) the automatic acceleration of any Guaranteed Obligations shall occur; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, performance of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Related Documents shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law Law or by order of any court or governmental agency) against the Borrower; Credit Parties (other than in accordance with the terms thereof); then (i) such Guaranteed Obligations shall, for all purposes of the Loan Guarantor Related Documents, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower Credit Parties and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the Loan Guarantor Related Documents that would be available to them during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified resulting in Section 6.01(e) the automatic acceleration of any Guaranteed Obligations shall occur; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, payment of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become dischargeddischarged (except as a result of the payment thereof in full), disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the BorrowerCogenex; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentshereunder, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower Cogenex and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Post- Default Rate and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, may exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: If (a) any Event of Default specified described in Section 6.01(e8.1(n) shall occur; have occurred and be continuing, (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Security Documents shall become effective; or effective or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agencyGovernmental Authority) against the Borrower;Company then (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentsthis Indenture, be deemed (A) in the case of clause (c)) above, to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower Company, and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate rate equal to the then highest yield on any of the Outstanding Securities plus two percent (2%) and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing Trustee may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them it during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified resulting in Section 6.01(e) the automatic acceleration of any Guaranteed Obligations shall occur; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, payment of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become dischargeddischarged (other than by payment or performance in full), disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law Applicable Law or by order of any court or governmental agency) against the Borrowerany Account Party; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentshereunder, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower such Account Party and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, may exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) the maker of the Promissory Note fails to timely pay any Event of Default specified in Section 6.01(e) shall occurpayment when due; (b) any event with respect to which any provision of the Asset Purchase Agreement, the Security Agreements or the Promissory Note authorizes the acceleration of the Promissory Note or any other Guaranteed Obligation; (c) there occurs an Event of Default (as defined in the Security Agreements) under the Security Agreements; (d) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, of any Guaranteed Obligations Obligation that would otherwise be required or permitted under the Loan Documents Asset Purchase Agreement or the Promissory Note shall become effective; or (ce) any Guaranteed Obligations Obligation shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the BorrowerBuyer; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentsthis Agreement, be deemed (A) in the case of clause (cd), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower Buyer and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Postpost-Default Rate default rate, and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing Party may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them it during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified that this Agreement states is to result in Section 6.01(e) the automatic acceleration of any Guaranteed Obligations shall occur; (b) any injunction, stay or the like that enjoins any acceleration, acceleration or demand for the payment, observance or performance, payment of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents hereunder shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become discharged, disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the Borrower), other than by payment thereof; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentshereof, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower and (B) if such is not already the case, to have thereupon become immediately due and payable and and, if subject thereto, to have commenced bearing interest at the Post-Post- Default Rate Rate, and (ii) the any Guaranteed Parties Person to which whom such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, exercise all of the rights and remedies under the this Agreement or any other Loan Documents Document that would be available to them it during an Event of Default.

Continuance and Acceleration of Guaranteed Obligations upon Certain Events. If: (a) any Event of Default specified resulting in Section 6.01(e) the automatic acceleration of any Guaranteed Obligations shall occur; (b) any injunction, stay or the like that enjoins any acceleration, or demand for the payment, observance or performance, payment of any Guaranteed Obligations that would otherwise be required or permitted under the Loan Documents shall become effective; or (c) any Guaranteed Obligations shall be or be determined to be or become dischargeddischarged (other than by payment or performance in full), disallowed, invalid, illegal, void or otherwise unenforceable (whether by operation of any present or future law or by order of any court or governmental agency) against the Borrower; (i) such Guaranteed Obligations shall, for all purposes of the Loan Documentshereunder, be deemed (A) in the case of clause (c), to continue to be outstanding and in full force and effect notwithstanding the unenforceability thereof against the Borrower and (B) if such is not already the case, to have thereupon become immediately due and payable and to have commenced bearing interest at the Post-Default Rate rate provided in the last sentence of Section 2.07(a) or in Section 2.07(c), as the case may be, and (ii) the Guaranteed Parties to which such Guaranteed Obligations are owing may, with respect to such Guaranteed Obligations, may exercise all of the rights and remedies under the Loan Documents hereunder that would be available to them during an Event of Default.