Common use of Acceleration Right Clause in Contracts

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of Default, the Required Holders may require the Companies to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Companies, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes shall automatically, and without any action on behalf of the Agent or any Holder, be redeemed by the Companies. All Notes subject to redemption by the Companies pursuant to this Section 10.2 shall be redeemed by the Companies at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon an Event of Default Redemption, the Companies shall deliver the applicable Event of Default Redemption Price to the Holders within five (5) Business Days after the Companies’ receipt of the Event of Default Redemption Notice. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (ai) Promptly after having knowledge of the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof via email, facsimile email and overnight courier (an “Event of Default Notice”) to the Agent and the HoldersLender. At any time after the earlier of the AgentLender’s and the Holders’ receipt of an Event of Default Notice and the Agent Lender and the any other Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Lender or such other Holders may require the Companies Borrower to redeem all or any portion of the Notes this Subordinated Note (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes this Subordinated Note that the Required Lender or any other Holders are requiring the Companies Borrower to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c10(a)(ii) or Section 10.1(dand (iii), the Notes Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Agent Lender or any Holderother Holders, be redeemed by the CompaniesBorrower. All The Subordinated Notes subject to redemption by the Companies pursuant to this Section 10.2 shall be redeemed by the Companies Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest and accrued and unpaid Late Charges interest (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (bii) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Lender within five (5) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after having knowledge of the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent Lender and the Holdersany other Holder. At any time after the earlier of the AgentLender’s and the Holders’ or any other Holder’s receipt of an Event of Default Notice and the Agent and the Holders Lender o any other Holder becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Holders Lender or such other Holder may require the Companies Borrower to redeem all or any portion of the Notes New Note together with such other amounts as shall then be due and owning thereunder (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes New Note together with such other amounts as shall then be due and owning thereunder that the Required Holders Lender or any other Holder are requiring the Companies Borrower to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c8.1(c) or Section 10.1(d8.1(d), the Notes New Note, in whole, together with such other amounts as shall then be due and owning thereunder shall automatically, and without any action on behalf of the Agent Lender or any other Holder, be redeemed by the CompaniesBorrower. All Notes subject to redemption by the Companies pursuant to this Section 10.2 The New Note shall be redeemed by the Companies Borrower at a price equal to one hundred percent (100%) of the outstanding principal amount of the Notes, plus the Yield Maintenance PremiumNew Note, plus accrued and unpaid Interest interest, if any, and accrued and unpaid Late Charges all other amounts due under the Transaction Documents except for any amounts due pursuant to the Restructured Profit Share (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default The Restructured Profit Share, which is “non-recourse” as described in Section 10.1(c) or Section 10.1(d)2.4, shall remain subject to the agreement terms of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement until full and make readvances with respect to Revolving Notes shall terminatefinal payment. (b) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Lender within five (5) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies Borrowers shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of Default, the Required Holders may require the Companies Borrowers to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrowers, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Notes, in whole, shall automatically, and without any action on behalf of the Agent or any Holder, be redeemed by the CompaniesBorrowers. All Notes subject to redemption by the Companies Borrowers pursuant to this Section 10.2 shall be redeemed by the Companies Borrowers at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest (including (i) the Make-Whole Interest, if applicable, (ii) if any Event of Default described in Section 10.1(c) or Section 10.2 shall occur prior to the one-year anniversary of the Closing Date, any interest that would accrue and be payable during the period from the date of such Event of Default through and including such one-year anniversary, and (iii) if any Event of Default described in Section 10.1(c) or Section 10.1(d) shall occur on or after the one-year anniversary of the Closing Date and prior to the Maturity Date, any interest that would accrue and be payable during the period from the date of such Event of Default through and including the Maturity Date) and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrowers shall deliver the applicable Event of Default Redemption Price to the Holders within five three (53) Business Days after the CompaniesBorrowers’ receipt of the Event of Default Redemption Notice. In the event case of a redemption an Event of Default Redemption of less than all of the principal of the Notes, the Companies Borrowers shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies Borrowers shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Holders may require the Companies Borrowers to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrowers, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Notes, in whole, shall automatically, and without any action on behalf of the Agent or any Holder, be redeemed by the CompaniesBorrowers. All Notes subject to redemption by the Companies Borrowers pursuant to this Section 10.2 shall be redeemed by the Companies Borrowers at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers Lenders or Holders, as applicable, to purchase additional Notes and Shares under this Agreement and make readvances with respect to Revolving Notes shall irrevocably terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrowers shall deliver the applicable Event of Default Redemption Price to the Holders Agent within five three (53) Business Days after the CompaniesBorrowers’ receipt of the Event of Default Redemption Notice. In the event case of a redemption an Event of Default Redemption of less than all of the principal of the Notes, the Companies Borrowers shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Holders may require the Companies Borrower to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies Borrower to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Notes, in whole, shall automatically, and without any action on behalf of the Agent or any Holder, be redeemed by the CompaniesBorrower. All Notes subject to redemption by the Companies Borrower pursuant to this Section 10.2 shall be redeemed by the Companies Borrower at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest and accrued and unpaid Late Charges Charges, Yield Maintenance Premium and all other amounts due under the Transaction Documents (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Agent within five three (53) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In the event case of a redemption an Event of Default Redemption of less than all of the principal of the Notes, the Companies Borrower shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of Default, the Required Holders may require the Companies to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Companies, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes shall automaticallyIf, and without any action on behalf only if, Tenant properly exercises its Right of the Agent or any Holder, be redeemed by the Companies. All Notes subject to redemption by the Companies pursuant to this Section 10.2 shall be redeemed by the Companies at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances First Offer with respect to Revolving Notes the Offering Space as set forth in Section IX.C. above, Tenant shall terminate. have the right to accelerate the Extended Termination Date (b"Acceleration Option") Upon an Event of Default Redemption, the Companies shall deliver the applicable Event of Default Redemption Price with respect to the Holders within five Original Premises and the Expansion Space only from March 31, 2001 to the day that is the day prior to the commencement date with respect to the Offering Space (5the "Accelerated Expiration Date") Business Days after as determined in Section IX.C. above, if: 1. Tenant is not in default under the Companies’ receipt Lease as amended hereby at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); 2. no part of the Event of Default Redemption NoticePremises is sublet for a term extending past the Accelerated Expiration Date; 3. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which Lease as amended hereby has not been redeemedassigned; 4. Landlord receives notice of acceleration ("Acceleration Notice") not less than 90 days prior to the Accelerated Expiration Date; 5. Tenant shall remain liable for all Base Rental, Additional Rent and other sums due under the Lease as amended hereby up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of the Lease, as amended hereby, (including, without limitation, a failure to take possession of the Offering Space), Landlord, at its option, may (i) declare Tenant's exercise of the Acceleration Option to be null and void, or (ii) continue to honor Tenant's exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of all Base Rental, Additional Rent and other sums due under the Lease as amended hereby on the Original Premises and the Expansion Space up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. Tenant's exercise of the Acceleration Option shall not affect Tenant's lease of the Offering Space, which shall continue as contemplated in Section IX.C above.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies Borrowers shall deliver written notice thereof via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the Holders. At any time after the earlier of the Agent’s and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Holders may require the Companies Borrowers to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrowers, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Notes, in whole, shall automatically, and without any action on behalf of the Agent or any Holder, be redeemed by the CompaniesBorrowers. All Notes subject to redemption by the Companies Borrowers pursuant to this Section 10.2 shall be redeemed by the Companies Borrowers at a price equal to the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”); provided, however, if the applicable Event of Default is a Triggering Event, the price for redemption of the Notes shall be equal to the greater of (i) an amount equal to the sum of one hundred fifteen percent (115%) of the outstanding principal amount of the Notes, plus accrued and unpaid interest, plus accrued and unpaid Late Charges and (ii) an amount equal to the product of (A) the number of Conversion Shares into which the principal amount and all accrued and unpaid interest outstanding under the Notes may, without giving effect to any limitations set forth in Section 4 of the Notes, be converted as of the date of the Triggering Event pursuant to the terms of the Notes, multiplied by (B) the Weighted Average Price (as defined in the Notes) for one (1) share of Common Stock as of the date of the Triggering Event (the “Triggering Event Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the any agreement of the Buyers Lenders or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall irrevocably terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrowers shall deliver the applicable Event of Default Redemption Price or Triggering Event Redemption Price, as applicable, to the Holders Agent within five three (53) Business Days after the CompaniesBorrowers’ receipt of the Event of Default Redemption Notice. In the event case of a redemption an Event of Default Redemption of less than all of the principal of the Notes, the Companies Borrowers shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after having knowledge of the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof via email, facsimile email and overnight courier (an “Event of Default Notice”) to the Agent Lender and the Holders. At any time after the earlier of the AgentLender’s and the Holders’ receipt of an Event of Default Notice and the Agent Lender and the any other Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Lender or such other Holders may require the Companies Borrower to redeem all or any portion of the Notes Unsecured Note (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes Unsecured Note that the Required Lender or any other Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c9.1(c) or Section 10.1(d9.1(d), the Notes Unsecured Notes, in whole, shall automatically, and without any action on behalf of the Agent Lender or any Holderother Holders, be redeemed by the CompaniesBorrower. All Notes subject to redemption by the Companies pursuant to this Section 10.2 The Unsecured Note shall be redeemed by the Companies Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Notes, plus the Yield Maintenance PremiumUnsecured Note, plus accrued and unpaid Interest interest, if any, and accrued and unpaid Late Charges all other amounts due under the Transaction Documents except for any amounts due pursuant to the Profit Share (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default The Profit Share, which is “non-recourse” as described in Section 10.1(c) or Section 10.1(d)2.4, shall remain subject to the agreement terms of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement until full and make readvances with respect to Revolving Notes shall terminatefinal payment. (b) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Lender within five (5) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after having knowledge of the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof in accordance with Section 8.3(c) via email, facsimile email and overnight courier (an “Event of Default Notice”) to the Agent and the HoldersLender. At any time after the earlier of the AgentLender’s and the Holders’ receipt of an Event of Default Notice and the Agent Lender and the any other Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Lender or such other Holders may require the Companies Borrower to redeem all or any portion of the Notes Secured Note and LC Note (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes Secured Note and LC Note that the Required Lender or any other Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Secured Notes and LC Notes, in whole, shall automatically, and without any action on behalf of the Agent Lender or any Holderother Holders, be redeemed by the CompaniesBorrower. All The Secured Notes subject to redemption by the Companies pursuant to this Section 10.2 and LC Notes shall be redeemed by the Companies Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Secured Notes and LC Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest and accrued and unpaid Late Charges all other amounts due under the Secured Notes Documents (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Lender within five (5) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In the event of a redemption of less than all of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.

Acceleration Right. (a) Promptly after having knowledge of the occurrence of an Event of Default, the Companies Borrower shall deliver written notice thereof in accordance with Section 8.3(c) via email, facsimile and overnight courier (an “Event of Default Notice”) to the Agent and the HoldersLender. At any time after the earlier of the AgentLender’s and the Holders’ receipt of an Event of Default Notice and the Agent Lender and the any other Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Required Lender or such other Holders may require the Companies Borrower to redeem all or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the CompaniesBorrower, which Event of Default Redemption Notice shall indicate the portion of the Notes Note that the Required Lender or any other Holders are requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Note, in whole, shall automatically, and without any action on behalf of the Agent Lender or any Holderother Holders, be redeemed by the CompaniesBorrower. All Notes subject to redemption by the Companies pursuant to this Section 10.2 The Note shall be redeemed by the Companies Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Notes, plus the Yield Maintenance Premium, plus accrued and unpaid Interest interest and accrued and unpaid Late Charges all other amounts due under the Transaction Documents (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrower shall deliver the applicable Event of Default Redemption Price to the Holders Lender within five (5) Business Days after the Companies’ Borrower’s receipt of the Event of Default Redemption Notice. In The redemption obligations herein are subject to the event of a redemption of less than all terms of the principal of the Notes, the Companies shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemedIntercreditor Agreement.

Acceleration Right. (a1) Promptly after In the event that an Acceleration Trigger Event shall have occurred, the Corporation shall exercise the Acceleration Right by delivering and publishing the required Acceleration Notice to the Warrantholders and Warrant Agent within seven (7) days following the occurrence of an Event of Defaultsuch Acceleration Trigger Event. The Warrantholders shall have the right, but not the Companies shall deliver written notice thereof via emailobligation, facsimile and overnight courier (an “Event of Default Notice”) to exercise their Warrants pursuant to the Agent terms set forth herein and in the Holders. At Warrant Certificates at any time after prior to the earlier accelerated Time of Expiry specified in the Acceleration Notice. Effective as of the Agent’s accelerated Time of Expiry specified in the Acceleration Notice, all unexercised Warrants shall be terminated and the Holders’ receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of Default, the Required Holders may require the Companies to redeem all no further force or any portion of the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Companies, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Required Holders are requiring the Companies to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes shall automatically, and effect without any action on behalf the part of the Agent Corporation or any Holderthe Warrantholders. (2) Notwithstanding anything herein to the contrary, be redeemed from and after the exercise of the Acceleration Right by the Companies. All Notes subject to redemption by the Companies Corporation pursuant to Section 4.10(1) until the accelerated Time of Expiry, any holder of any Warrant may exercise such Warrant, in whole or in part, on a cashless basis (“Cashless Exercise”). In the event that a holder elects to exercise any Warrant through a Cashless Exercise, (i) the Corporation shall deliver to such holder a number of Common Shares upon exercise of such Warrant as contemplated by this Section 10.2 shall be redeemed by the Companies at a price Warrant Indenture equal to the outstanding principal amount number of Common Shares which would, but for such Cashless Exercise, have been issuable (“Total Share Number”) less the number of Common Shares equal to the quotient obtained by dividing (a) the product of the Notes, plus Total Share Number and Exercise Price by (b) the Yield Maintenance Premium, plus accrued and unpaid Interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement Current Market Price of the Buyers Common Shares on the Trading Day immediately preceding the Cashless Exercise, and (ii) the Exercise Price shall be deemed to have been paid in full for all purposes of this Warrant. (9) Section 6.2 of the Warrant Indenture is amended by deleting it in its entirety and replacing it with the following: The Corporation shall have the right to enforce full payment of the aggregate Exercise Price (or Holdersthe deemed payment of the Exercise Price pursuant to Section 4.10(2)) of all Warrant Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the Warrant Certificates or Uncertificated Warrants, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminateamend the Warrant register accordingly. (b10) Upon an Event Schedule A of Default Redemptionthe Warrant Indenture is amended by deleting in its entirety the first full paragraph thereof and replacing it with the following: THIS CERTIFIES that, for value received, the Companies shall deliver registered holder hereof, _______________ (the applicable Event of Default Redemption Price “holder”) is entitled, at any time at or before 5:00 p.m. (Toronto time) on February 13, 2028, subject to acceleration pursuant to the Holders Acceleration Right (the “Time of Expiry”), to acquire, subject to adjustment in certain events, the number of common shares (“Common Shares”) of Electra Battery Materials Corporation (the “Corporation”) specified above, as presently constituted, by surrendering to TSX Trust Company of Canada (the “Warrant Agent”) at its principal office in Toronto, Ontario this Warrant Certificate with the duly completed and executed Exercise Form endorsed on the back of this Warrant Certificate, and accompanied by payment of C$1.00 per Common Share (subject to adjustment in certain events) (the “Exercise Price”) by certified cheque, bank draft or money order in lawful money of the United States payable to, or to the order of, the Corporation at par at the above-mentioned office of the Warrant Agent or by the deemed payment of the Exercise Price pursuant to Section 4.10(2). (11) Schedule A of the Warrant Indenture is amended by deleting in its entirety the fourth full paragraph thereof and replacing it with the following: Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price (or the deemed payment of the Exercise Price pursuant to Section 4.10(2)), the Corporation shall cause to be issued to the person(s) in whose name(s) the Common Shares so subscribed for (provided that if the Common Shares are to be issued to a person other than the registered holder of this Warrant Certificate, the holder’s signature on the Exercise Form herein shall be guaranteed by a Schedule I Canadian chartered bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the holder shall pay to the Corporation or the Warrant Agent all applicable transfer or similar taxes and the Corporation shall not be required to issue or deliver certificates evidencing the Common Shares unless or until the holder shall have paid the Corporation or the Warrant Agent the amount of such tax (or shall have satisfied the Corporation that such tax has been paid or that no tax is due) are to be issued, the number of Common Shares to be issued to such person(s) and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise, and upon due surrender of this Warrant Certificate and all other documentation required, the Warrant Agent shall cause the issuance of a certificate(s) representing such Common Shares to be issued within five (5) two Business Days after the Companies’ receipt exercise of the Event of Default Redemption Notice. In the event of a redemption of less than all Warrants (or portion thereof) represented hereby. (12) Schedule A of the principal of Warrant Indenture is amended by deleting the Notes, Exercise Form attached thereto and replacing it with the Companies shall promptly cause Exercise Form appended as Schedule 1 to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemedthis First Supplemental Warrant Indenture.

Acceleration Right. (a) Promptly after the occurrence of an Event of Default, the Companies Borrower Representative shall deliver written notice thereof via email, facsimile and overnight courier (an “"Event of Default Notice”") to the Agent and the HoldersAgent. At any time after the earlier of the Agent’s 's and the Holders’ ' receipt of an Event of Default Notice and the Agent and the Holders becoming aware of an Event of DefaultDefault which has not been cured or waived, the Agent, at the Request of the Required Holders Holders, may require the Companies Borrowers to redeem all or any portion of the Notes (an “"Event of Default Redemption”") by delivering written notice thereof (the “"Event of Default Redemption Notice”") to the CompaniesBorrower Representative, which Event of Default Redemption Notice shall indicate the portion of the Notes that the Agent, at the request of the Required Holders are Holders, is requiring the Companies Borrowers to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the Notes Notes, in whole, shall automatically, and without any action on behalf of the Agent or any HolderAgent, be redeemed by the CompaniesBorrowers. All Notes subject to redemption by the Companies Borrowers pursuant to this Section 10.2 shall be redeemed by the Companies Borrowers at a price equal to the outstanding principal amount of the Notes, plus the accrued and unpaid interest, Yield Maintenance Premium, plus accrued and unpaid Interest and accrued and unpaid Late Charges and all other amounts due under the Transaction Documents (the “"Event of Default Redemption Price”"). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate. (b) Upon In the case of an Event of Default Redemption, the Companies Borrowers shall deliver the applicable Event of Default Redemption Price to the Holders Agent within five three (53) Business Days after the Companies’ Borrower Representative's receipt of the Event of Default Redemption Notice. In the event case of a redemption an Event of Default Redemption of less than all of the principal of the Notes, the Companies Borrowers shall promptly cause to be issued and delivered to the Holders new Notes (in accordance with Section 2.7) representing the outstanding principal which has not been redeemed.