Common use of Acceleration Upon Default Clause in Contracts

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"): (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure said event of default; (b) Upon the occurrence of any event of default described under the Security Agreement; (c) If any of the following events constituting default occurs, provided, however, that if any such event of default is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (ii) If Maker shall make an assignment for the benefit of creditors; (iii) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (iv) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (v) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or (vii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, and payable, irrespective The occurrence of any agreed maturity date, upon the happening of any one or more of the following events of default (each an "Event of Default"): ) shall constitute a default under this Promissory Note: (a) If any part failure of the Principal Amount and/or interest thereon and/or late Borrower to pay as due any principal, interest, principal and interest, or any other fees or charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty due hereunder within ten (3010) days following written notice of such event of default to cure said event of default; its due date; (b) Upon failure of the Borrower or any guarantor to perform, observe or comply with any of the terms, conditions or covenants set forth herein, in the Loan Agreement, or any of the Loan Documents, or the occurrence of a default under any event of default described under the Security Agreement; foregoing, subject to any grace or cure period provided in the Loan Agreement or Loan Documents, if any; (c) If if any representation or warranty of the following events constituting default occursBorrower or any guarantor hereunder, providedor contained in the Loan Agreement or any Loan Document, howeveror made in connection with the loan evidenced hereby shall prove to be false or incorrect in any material respect on the date as of which made, that subject to any grace or cure period provided in the Loan Agreement or Loan Documents, if any; (d) the failure of the Borrower or any such event guarantor to generally pay their material debts as they become due; (e) the filing of default any petition for relief under the Bankruptcy Code or any similar federal or state statute by or against the Borrower or any guarantor (except if an involuntary bankruptcy petition is reasonably susceptible of being curedfiled, Maker the Borrower shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) have 30 days to cure, Maker has promptly commenced to cure said event have the petition dismissed); (f) an application or petition for the appointment of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of defaulta receiver or custodian for, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms making of this Note; (ii) If Maker shall make an a general assignment for the benefit of creditors; (iii) If a custodian, trustee, receivercreditors by, or agent the insolvency of, the Borrower or any guarantor; (g) if the Land Owner is appointed or takes possession of substantially all unable as of the property Conversion Date, for any reason, to close on the U.S. Small Business Administration 504 debenture loan (the "SBA 504 Loan" which is more fully described in the Loan Agreement) and receipt by the Bank of Maker; at least forty percent (iv40%) If Maker shall be adjudicated bankrupt or insolvent or admit of the Project Costs (as such term is defined in writing Maker's inability to pay Maker's debts as they become due; (v) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, Loan Agreement); or (Bh) such petition is not dismissed a material adverse change in the financial condition or business operations of the Borrower or any guarantor as determined by the Bankruptcy Court within thirty (30) days Bank. Upon the occurrence of an Event of Default hereunder, the date holder may, in the holder's sole and absolute discretion, declare the entire unpaid balance of filing; or (vii) If principal plus accrued interest and any attachment, execution, or other writ is levied on substantially all of the assets of Maker sums due hereunder immediately due and remains in effect for more than fifteen (15) days;payable.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"):default: (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty ten (3010) days following written notice of such event of default to cure said event of default; (b) Upon If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the occurrence terms of any event of default described under the Security Agreement; (c) If any of the following events constituting default occursthis Note, provided, however, that if any such event of default breach is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (iic) If Maker shall make an assignment for the benefit of creditors; (iiid) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (ive) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (vf) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vig) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or (viih) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen five (155) days;. Maker shall notify Holder immediately if any event of default which is described in sub-paragraph (c) through sub-paragraph (h), above, occurs.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity datematurity, upon the happening of any of the following events of default ("Event of DefaultEVENT OF DEFAULT"): (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure said event of default; (b) Upon the occurrence of any event of default described under the Security Agreement; (c) If any of the following events constituting default occurs, provided, however, that if any such event of default is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of defaultit, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event events of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event events of default, the thirty (30) day period shall be reasonably extended:extended (but not to exceed one hundred twenty days (120)): (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (ii) If Maker shall make an assignment for the benefit of creditors; (iii) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (iv) If Maker shall be adjudicated bankrupt or becomes insolvent or admit as that terms is defined in writing Maker's inability to pay Maker's debts as they become dueSection 101(26) of Title 11 of the United States Code; (v) If Maker maker shall (A) file a petition with the Bankruptcy Court under the Bankruptcy Code, or (B) otherwise file any petition or apply to any tribunal for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court Code orders relief against MakerMaker under the chapter of Bankruptcy Code under which the petition was filed, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or; (vii) If any petition or application of the type described in Subparagraph (v)(A) above is filed against Maker, or any proceeding of the type described in Subparagraphs (v)(A) or (v)(B) above is commenced, and either (1) Maker, by any act, indicates his approval thereof, consent thereto, or acquiescence therein, or (2) an order is entered appointing any such custodian, trustee, receiver, or agent, adjudicating Maker bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; (viii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity datematurity, upon the happening of any of the following events of default ("Event ----- of Default"):): ---------- (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure said event of default; (b) Upon the occurrence of any event of default described under the Security Agreement; (c) If any of the following events constituting default occurs, provided, however, that if any such event of default is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of defaultit, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event events of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event events of default, the thirty (30) day period shall be reasonably extended:extended (but not to exceed one hundred twenty days (120)): (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (ii) If Maker shall make an assignment for the benefit of creditors; (iii) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (iv) If Maker shall be adjudicated bankrupt or becomes insolvent or admit as that terms is defined in writing Maker's inability to pay Maker's debts as they become dueSection 101(26) of Title 11 of the United States Code; (v) If Maker shall (A) file a petition with the Bankruptcy Court under the Bankruptcy Code, or (B) otherwise file any petition or apply to any tribunal for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court Code orders relief against MakerMaker under the chapter of Bankruptcy Code under which the petition was filed, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or; (vii) If any petition or application of the type described in Subparagraph (v)(A) above is filed against Maker, or any proceeding of the type described in Subparagraphs (v)(A) or (v)(B) above is commenced, and either (1) Maker, by any act, indicates his approval thereof, consent thereto, or acquiescence therein, or (2) an order is entered appointing any such custodian, trustee, receiver, or agent, adjudicating Maker bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; (viii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"): (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure said event of default; (b) Upon the occurrence of any event a default ------------------------- specified in Section 3 above, but subject in all events to the provisions of default described under the Security Agreement; (c) If any of the following events constituting default occurs, provided, however, that if any such event of default is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default--------- Section 2 above, the thirty (30) day period principal amount of all indebtedness then owing hereunder --------- and all unpaid accrued interest thereon, together with any and all additional indebtedness owed by Maker and/or the Company to Payee, shall be reasonably extended: (i) If become immediately due and payable, without notice, presentment or demand of any kind, all of which are expressly waived by each of Maker shall breach and the Company. In such event, Payee may proceed to satisfy such default by enforcing its rights under this Agreement in any non-monetary condition or obligation imposed on Maker manner provided by law, which may include, without limitation, proceeding against the Pledged Stock, the Guarantor and/or the Collateral pursuant to the terms provisions of this Note; (ii) If Sections 5, 6 and 7 below. The amount involved in the default ------------------- shall include the costs and expenses, including attorneys' fees, incurred by Payee in enforcing its rights hereunder. Payee may exercise all of its rights and remedies concurrently or in such order as it may determine, and the failure of Payee to exercise any rights or remedies it may have upon a default hereunder shall not be deemed a waiver of any rights, or a release of the Company or Maker from any obligation hereunder, unless such waiver or release is given in writing by Payee, and, in such event, no such waiver shall be deemed to constitute a waiver of any succeeding default. In the event that Payee is precluded from enforcing any of its rights hereunder by virtue of the provisions of Section 2 --------- above, and for so long as the restrictions imposed under Section 2 shall --------- continue, neither the Company nor Maker shall incur any new interest bearing indebtedness for borrowed money, make any new capital expenditures, acquire any other company, whether as an assignment for the benefit acquisition of creditors; (iii) If a custodian, trustee, receiverstock or assets, or agent is appointed or takes possession of substantially all of the property of Maker; (iventer into any transaction specified in Section 3(b) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (v) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or (vii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;above. ------------

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity datematurity, upon the happening of any of the following events of default ("Event of Default"): (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure said event of default; (b) Upon the occurrence of any event of default described under the Security Agreement; (c) If any of the following events constituting default occurs, provided, however, that if any such event of default is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of defaultit, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event events of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event events of default, the thirty (30) day period shall be reasonably extended:extended (but not to exceed one hundred twenty days (120)): (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (ii) If Maker shall make an assignment for the benefit of creditors; (iii) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (iv) If Maker shall be adjudicated bankrupt or becomes insolvent or admit as that terms is defined in writing Maker's inability to pay Maker's debts as they become dueSection 101(26) of Title 11 of the United States Code; (v) If Maker shall (A) file a petition with the Bankruptcy Court under the Bankruptcy Code, or (B) otherwise file any petition or apply to any tribunal for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court Code orders relief against MakerMaker under the chapter of Bankruptcy Code under which the petition was filed, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; or; (vii) If any petition or application of the type described in Subparagraph (v)(A) above is filed against Maker, or any proceeding of the type described in Subparagraphs (v)(A) or (v)(B) above is commenced, and either (1) Maker, by any act, indicates his approval thereof, consent thereto, or acquiescence therein, or (2) an order is entered appointing any such custodian, trustee, receiver, or agent, adjudicating Maker bankrupt or insolvent, or approving such petition or application in any such proceeding, and any such order remains in effect for more than thirty (30) days; (viii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"):default: (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled breach any condition or obligation imposed on Maker pursuant to a grace period the terms of thirty (30) days following written notice this Note, the Settlement Agreement And General Release of such event even date, or the Stock Pledge Agreement of default to cure said event of default; (b) Upon the occurrence of any event of default described under the Security Agreement; (c) If any of the following events constituting default occurseven date, provided, however, provided however that if any such event of default breach is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty fifteen (3015) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (iib) If Maker shall make an assignment for the benefit of creditors; (iiic) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (ivd) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (ve) If any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; (f) If any attachment, execution or other writ is levied on substantially all of the assets of Maker and remains in effect for more than five (5) days; or (g) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If . Maker shall notify Holder immediately if any petition is filed against Maker under event of default occurs. The existence of the Bankruptcy Code and either (A) pending chapter 11 bankruptcy case, In re ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, no. ND01-13364RR before the United States Bankruptcy Court orders relief against Makerfor the Central District of California, or (B) such petition shall not be deemed an event of default for so long as Maker remains a debtor-in-possession, as per 11 U.S.C. Section 1107(a), in said case. ▇▇▇▇▇▇'s remedies, in the event of any event of default which is not dismissed by cured within the Bankruptcy Court within thirty (30) days specified time period, are limited to those specified in paragraph 9 below and those specified in the Stock Pledge Agreement of the even date of filing; or (vii) If any attachment, execution, or other writ is levied on substantially all of the assets of between Maker and remains in effect for more than fifteen (15) days;Holder.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, due and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"):default: (a) If any part of the Principal Amount and/or interest thereon and/or late charges under this Note are not paid when due, provided, however, Maker shall be entitled breach any condition or obligation imposed on Maker pursuant to a grace period the terms of thirty (30) days following written notice this Note, the Settlement Agreement And General Release of such event of default to cure said event of default; (b) Upon the occurrence of any event of default described under even date, or the Security Agreement; (c) If any Agreement of the following events constituting default occurseven date, provided, however, provided however that if any such event of default breach is reasonably susceptible of being cured, Maker shall be entitled to a grace period of thirty fifteen (3015) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (iib) If Maker shall make an assignment for the benefit of creditors; (iiic) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (ivd) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (ve) if any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days of the date of filing; (f) If any attachment, execution or other writ is levied on substantially all of the assets of Maker and remains in effect for more than five (5) days; or (g) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect; (vi) If . Maker shall notify Holder immediately if any petition is filed against Maker under the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days event of the date of filing; or (vii) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and remains in effect for more than fifteen (15) days;default occurs.

Acceleration Upon Default. At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due, and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default ("Event of Default"): (a) If any part an Event of Default with respect to the Principal Amount and/or interest thereon and/or late charges under Company described in Article XI has occurred, the Note shall automatically become immediately due and payable. *** Portions of this Note are not paid when due, provided, however, Maker shall be entitled page have been omitted pursuant to a grace period of thirty (30) days following written notice of such event of default to cure said event of default;request for Confidential Treatment filed separately with the Commission. (b) Upon the occurrence Note becoming due and payable under this Section 12.01, the Note will forthwith mature and the entire principal amount of any event the Note, plus (y) all accrued and unpaid interest thereon and (z) the Prepayment Premium, shall all be immediately due and payable, without presentment, demand, protest or further notice, all of default described under the Security Agreement;which are hereby waived. (c) If any Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 12.01, the holder of the following events constituting default occursNote at the time outstanding may proceed to protect and enforce the rights of the holder by an action at law, providedsuit in equity or other appropriate proceeding, howeverwhether for the specific performance of any agreement contained herein or in the Note, that if or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. (d) At any time after the Note has been declared due and payable pursuant to Section 12.01, the holder of the Note outstanding, by written notice to the Company, may rescind and annul any such event declaration and its consequences if (x) the Company has paid all overdue interest on the Note, all principal of default is reasonably susceptible the Note, the Prepayment Premium and all interest on such overdue principal, (y) all Events of being curedDefault and Defaults, Maker other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Article XV, and (z) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Note. No rescission and annulment under this Section 12.01(d) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. (e) No course of dealing and no delay on the part of the holder of the Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice the holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by the Note upon any holder thereof shall be entitled to a grace period of thirty (30) days following written notice of such event of default to cure such event of default, and further provided, that if such event of default is of such character as to reasonably require more than thirty (30) days to cure, Maker has promptly commenced to cure said event of default within the thirty (30) day period and uses reasonable diligence thereafter in curing such event of default, the thirty (30) day period shall be reasonably extended: (i) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note; (ii) If Maker shall make an assignment for the benefit of creditors; (iii) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker; (iv) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker's inability to pay Maker's debts as they become due; (v) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law exclusive of any jurisdictionother right, whether power or remedy referred to herein or therein or now or hereafter available at law, in effect; (vi) If any petition is filed against Maker under equity, by statute or otherwise. The Company will pay to the Bankruptcy Code and either (A) the Bankruptcy Court orders relief against Maker, or (B) such petition is not dismissed by the Bankruptcy Court within thirty (30) days holder of the date Note on demand such further amount as shall be sufficient to cover all costs and expenses of filing; or (vii) If such holder incurred in any attachmentenforcement or collection under this Article XII, executionincluding, or other writ is levied on substantially all of the assets of Maker without limitation, reasonable attorneys’ fees, expenses and remains in effect for more than fifteen (15) days;disbursements.