Common use of Default; Acceleration Clause in Contracts

Default; Acceleration. The occurrence of any of the following shall constitute an "Event of Default": (a) The breach by the Maker of any of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach shall continue unremedied for five business days; or (b) If the Maker (i) shall commence any case or proceeding or other action relating to it under any bankruptcy, insolvency or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or (ii) shall admit the material allegations of any petition or pleading in connection with any such case or proceeding; or (iii) makes an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or (iv) makes a general assignment for the benefit of creditors; or (v) is unable or admits in writing its inability to pay its debts as they mature; or (c) Commencement of any case or proceeding or the taking of any other action against the Maker in bankruptcy, insolvency, or similar law or seeking reorganization, arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or for any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Maker; and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (d) An event of default shall occur under (i) the Senior Loan Agreement (as defined in the Securities Purchase Agreement) or related documents, or (ii) any of the Senior Subordinated Note Instruments (as defined in the Securities Purchase Agreement) or related documents, or (iii) any other agreements relating to Senior Indebtedness or (iv) any of the Notes; or (e) The Maker shall fail to comply with any of its covenants contained in the Agreement or the Investors Rights Agreement dated as of the date hereof among the Maker, the Payees of the Notes and certain other parties, and such failure continues unremedied for a period of thirty (30) days after the Maker receives written notice from the Payee of such default; or (f) Any representation or warranty of the Maker in the Agreement or in any other document or instrument delivered pursuant to the Agreement shall prove to have been false in any material respect upon the date when made; or (g) Maker shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; or (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against Maker that with other outstanding final judgments, undischarged, against Maker exceeds in the aggregate $250,000; or (i) The Maker shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business; or (j) The Agreement or the Investors' Rights Agreement shall cease, for any reason, to be in full force and effect other than in accordance with the terms thereof. Upon the occurrence, and at any time during the continuance, of an Event of Default, the Payee, at the Payee's option and without the need for presentment, demand, protest, or other notice of any kind, may declare all unpaid principal hereof and interest hereunder to be immediately due and payable and same shall become immediately due and payable upon such declaration; PROVIDED that in the event of any Event of Default specified in clauses (b) and (c) above, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Payee.

Default; Acceleration. The occurrence of any of the following shall constitute an "Event of Default": (a) The breach by the Maker of any of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach shall continue unremedied for five business days; or (b) If the Maker (i) shall commence any case or proceeding or other action relating to it under any bankruptcy, insolvency or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or (ii) shall admit the material allegations of any petition or pleading in connection with any such case or proceeding; or (iii) makes an application for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or (iv) makes a general assignment for the benefit of creditors; or (v) is unable or admits in writing its inability to pay its debts as they mature; or (c) Commencement of any case or proceeding or the taking of any other action against the Maker in bankruptcy, insolvency, or similar law or seeking reorganization, arrangement, readjustment of its debts, liquidation, dissolution, winding-up, composition or for any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Maker; and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (d) An event of default shall occur under (i) the Senior Loan Agreement (as defined in the Securities Purchase Agreement) or related documents, or (ii) any of the Senior Subordinated Note Instruments (as defined in the Securities Purchase Agreement) or related documents, or (iii) any other agreements relating to Senior Indebtedness or (iv) any of the Notes; or (e) The Maker shall fail to comply with any of its covenants contained in the Agreement or the Investors Rights Agreement dated as of the date hereof among the Maker, the Payees of the Notes and certain other parties, and such failure continues unremedied for a period of thirty (30) days after the Maker receives written notice from the Payee of such default; or (f) Any representation or warranty of the Maker in the Agreement or in any other document or instrument delivered pursuant to the Agreement shall prove to have been false in any material respect upon the date when made; or (g) Maker shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; , or (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against Maker that with other outstanding final judgments, undischarged, against Maker exceeds in the aggregate $250,000; or (i) The Maker shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business; or (j) The Agreement or the Investors' Rights Agreement shall cease, for any reason, to be in full force and effect other than in accordance with the terms thereof. Upon the occurrence, and at any time during the continuance, of an Event of Default, the Payee, at the Payee's option and without the need for presentment, demand, protest, or other notice of any kind, may declare all unpaid principal hereof and interest hereunder to be immediately due and payable and same shall become immediately due and payable upon such declaration; PROVIDED provided that in the event of any Event of Default specified in clauses (b) and (c) above, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Payee.

Default; Acceleration. The occurrence of any of the following shall constitute an "Event of Default": (a) The breach by the Maker happening of any one of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach following specific events shall continue unremedied for five business days; or (b) If the Makerbe deemed an “Default”: (i) shall commence any The commencement of a voluntary case or proceeding or other action relating to it by the Obligor under any applicable bankruptcy, insolvency insolvency, reorganization or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other case or proceeding to be adjudicated a bankrupt or insolvent or the consent to the entry of a decree or order for relief by the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt reorganization or any other similar act law or to the commencement of any bankruptcy or insolvency case or proceeding against the Obligor, or the filing, by the Obligor, of a petition or answer or consent seeking reorganization or relief under applicable law, or the consent by the Obligor to the filing of any jurisdiction, domestic or foreign, now or hereafter existing; or (ii) shall admit the material allegations of any such petition or pleading in connection with any such case or proceeding; or (iii) makes an application for, or consents or acquiesces to, to the appointment of or taking possession by a custodian, receiver, conservatorliquidator, trustee assignee, trustee, sequestrator or similar officer for official of the Maker Obligor or for all or a any substantial part of their respective property, or the Maker's property; or (iv) makes a general making by the Obligor of an assignment for the benefit of creditors; or (v) is unable , or admits the admitting in writing its by the of an inability to pay its debts generally as they mature; or (c) Commencement of any case or proceeding become due, or the taking of corporate action by the Obligor in furtherance of any other action against such action, or any receiver and manager shall otherwise be appointed in respect of the Maker or any substantial part of their respective property pursuant to any contract, agreement or instrument to which the Obligor is a party; (ii) A court of competent jurisdiction shall enter (A) a decree or order for relief in respect of the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, readjustment adjustment or composition of its debts, liquidation, dissolution, winding-up, composition or for any other relief in respect of the Obligor under any bankruptcyapplicable law, insolvencyor appointing a custodian, reorganizationreceiver, liquidationliquidator, dissolutionassignee, arrangementtrustee, composition, readjustment of debt sequestrator or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part official of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of their respective property, or ordering the property winding up or liquidation of the Maker; affairs of the Obligor, and the continuance of any of such events decree or order for sixty (60) days relief or any such other decree or order shall continue unstayed, undismissed, unbonded unvacated or undischarged; or (d) An event of default shall occur under (i) the Senior Loan Agreement (as defined undischarged and in the Securities Purchase Agreement) or related documents, or (ii) any of the Senior Subordinated Note Instruments (as defined in the Securities Purchase Agreement) or related documents, or (iii) any other agreements relating to Senior Indebtedness or (iv) any of the Notes; or (e) The Maker shall fail to comply with any of its covenants contained in the Agreement or the Investors Rights Agreement dated as of the date hereof among the Maker, the Payees of the Notes and certain other parties, and such failure continues unremedied effect for a period of thirty (30) consecutive days; and (iii) The failure by the Obligor to pay when due any amount hereunder, which failure shall not have been cured within two (2) days after the Maker receives written notice from the Payee of such default; orfailure. (fb) Any representation or warranty of Upon the Maker in the Agreement or in any other document or instrument delivered pursuant to the Agreement shall prove to have been false in any material respect upon the date when made; or (g) Maker shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect occurrence of any indebtedness for borrowed money (other than the Senior Indebtedness) or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; or (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against Maker that with other outstanding final judgments, undischarged, against Maker exceeds in the aggregate $250,000; or (i) The Maker shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business; or (j) The Agreement or the Investors' Rights Agreement shall cease, for any reason, to be in full force and effect other than in accordance with the terms thereof. Upon the occurrence, and at any time during the continuance, of an Event of Default, the PayeePayee may declare any and all obligations or liabilities of the Obligor to the Payee under this Note (including the unpaid Principal hereunder and the interest due thereon), at the Payee's option immediately due and payable without the need for presentment, demand, protest, protest or other notice of any kindkind and/or under applicable law; provided, may declare all however, that if an event specified in clause (i) or clause (ii) of Section 4(a) (each a “Bankruptcy Event”) shall have occurred, this Note shall automatically and immediately become due and payable, and the Payee in each instance shall have the right to exercise its rights under this Note and as permitted by applicable law. Payee shall be entitled to interest on the unpaid principal hereof Principal (and interest hereunder to be immediately due and payable and same shall become immediately due and payable upon such declaration; PROVIDED that in the event of thereon) following any Event of Default specified in clauses (b) and (c) above, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the PayeeBankruptcy Event.

Default; Acceleration. The occurrence of any of the following shall constitute an "Event of Default": (a) The breach by the Maker happening of any one of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach following specific events shall continue unremedied for five business days; or (b) If the Makerbe deemed an “Default”: (i) shall commence any The commencement of a voluntary case or proceeding or other action relating to it by the Obligor under any applicable bankruptcy, insolvency insolvency, reorganization or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other case or proceeding to be adjudicated a bankrupt or insolvent or the consent to the entry of a decree or order for relief by the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt reorganization or any other similar act law or to the commencement of any bankruptcy or insolvency case or proceeding against the Obligor, or the filing, by the Obligor, of a petition or answer or consent seeking reorganization or relief under applicable law, or the consent by the Obligor to the filing of any jurisdiction, domestic or foreign, now or hereafter existing; or (ii) shall admit the material allegations of any such petition or pleading in connection with any such case or proceeding; or (iii) makes an application for, or consents or acquiesces to, to the appointment of or taking possession by a custodian, receiver, conservatorliquidator, trustee assignee, trustee, sequestrator or similar officer for official of the Maker Obligor or for all or a any substantial part of their respective property, or the Maker's property; or (iv) makes a general making by the Obligor of an assignment for the benefit of creditors; or (v) is unable , or admits the admitting in writing its by the of an inability to pay its debts generally as they mature; or (c) Commencement of any case or proceeding become due, or the taking of corporate action by the Obligor in furtherance of any other action against such action, or any receiver and manager shall otherwise be appointed in respect of the Maker or any substantial part of their respective property pursuant to any contract, agreement or instrument to which the Obligor is a party; (ii) A court of competent jurisdiction shall enter (A) a decree or order for relief in respect of the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, readjustment adjustment or composition of its debts, liquidation, dissolution, winding-up, composition or for any other relief in respect of the Obligor under any bankruptcyapplicable law, insolvencyor appointing a custodian, reorganizationreceiver, liquidationliquidator, dissolutionassignee, arrangementtrustee, composition, readjustment of debt sequestrator or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part official of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of their respective property, or ordering the property winding up or liquidation of the Maker; affairs of the Obligor, and the continuance of any of such events decree or order for sixty (60) days relief or any such other decree or order shall continue unstayed, undismissed, unbonded unvacated or undischarged; or (d) An event of default shall occur under (i) the Senior Loan Agreement (as defined undischarged and in the Securities Purchase Agreement) or related documents, or (ii) any of the Senior Subordinated Note Instruments (as defined in the Securities Purchase Agreement) or related documents, or (iii) any other agreements relating to Senior Indebtedness or (iv) any of the Notes; or (e) The Maker shall fail to comply with any of its covenants contained in the Agreement or the Investors Rights Agreement dated as of the date hereof among the Maker, the Payees of the Notes and certain other parties, and such failure continues unremedied effect for a period of thirty (30) consecutive days; and (iii) The failure by the Obligor to pay when due any amount hereunder, which failure shall not have been cured within two (2) days after the Maker receives written notice from the Payee of such default; orfailure. (fb) Any representation or warranty of Upon the Maker in the Agreement or in any other document or instrument delivered pursuant to the Agreement shall prove to have been false in any material respect upon the date when made; or (g) Maker shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect occurrence of any indebtedness for borrowed money (other than the Senior Indebtedness) or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; or (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against Maker that with other outstanding final judgments, undischarged, against Maker exceeds in the aggregate $250,000; or (i) The Maker shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business; or (j) The Agreement or the Investors' Rights Agreement shall cease, for any reason, to be in full force and effect other than in accordance with the terms thereof. Upon the occurrence, and at any time during the continuance, of an Event of Default, the PayeePayee may declare any and all obligations or liabilities of the Obligor to the Payee under this Note (including the unpaid Principal hereunder and the interest due thereon), at the Payee's option immediately due and payable without the need for presentment, demand, protest, protest or other notice of any kindkind and/or under applicable law; provided, may declare all however, that if an event specified in clause (i) or clause (ii) of Section 4(a) (each a “Bankruptcy Event”) shall have occurred, this Note shall automatically and immediately become due and payable, and the Payee in each instance shall have the right to exercise its rights under this Note and as permitted by applicable law. ▇▇▇▇▇ shall be entitled to interest on the unpaid principal hereof Principal (and interest hereunder to be immediately due and payable and same shall become immediately due and payable upon such declaration; PROVIDED that in the event of thereon) following any Event of Default specified in clauses (b) and (c) above, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the PayeeBankruptcy Event.

Default; Acceleration. (a) The occurrence happening of any one of the following specific events shall constitute be deemed an "Event of Default": (ai) The breach by the Maker commencement of any of the terms or provisions contained in this Note or any of the Notes, including without limitation the failure to pay when due (whether at the date hereof or at a date fixed for prepayment hereof or by acceleration hereof or otherwise) any principal, interest, charges or other amounts hereunder or failure to perform hereunder or under any of the Notes and such breach shall continue unremedied for five business days; or (b) If the Maker (i) shall commence any voluntary case or proceeding or other action relating to it by the Obligor under any applicable bankruptcy, insolvency insolvency, reorganization or other similar law or seek reorganization, arrangement, readjustment of its debts, dissolution, liquidation, winding-up, composition or any other case or proceeding to be adjudicated a bankrupt or insolvent or the consent to the entry of a decree or order for relief by the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt reorganization or any other similar act law or to the commencement of any bankruptcy or insolvency case or proceeding against the Obligor, or the filing, by the Obligor, of a petition or answer or consent seeking reorganization or relief under applicable law, or the consent by the Obligor to the filing of any jurisdiction, domestic or foreign, now or hereafter existing; or (ii) shall admit the material allegations of any such petition or pleading in connection with any such case or proceeding; or (iii) makes an application for, or consents or acquiesces to, to the appointment of or taking possession by a custodian, receiver, conservatorliquidator, trustee assignee, trustee, sequestrator or similar officer for official of the Maker Obligor or for all or a any substantial part of their respective property, or the Maker's property; or (iv) makes a general making by the Obligor of an assignment for the benefit of creditors; or (v) is unable , or admits the admitting in writing its by the of an inability to pay its debts generally as they mature; or (c) Commencement of any case or proceeding become due, or the taking of corporate action by the Obligor in furtherance of any other action against such action, or any receiver and manager shall otherwise be appointed in respect of the Maker or any substantial part of their respective property pursuant to any contract, agreement or instrument to which the Obligor is a party; (ii) A court of competent jurisdiction shall enter (A) a decree or order for relief in respect of the Obligor in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, readjustment adjustment or composition of its debts, liquidation, dissolution, winding-up, composition or for any other relief in respect of the Obligor under any bankruptcyapplicable law, insolvencyor appointing a custodian, reorganizationreceiver, liquidationliquidator, dissolutionassignee, arrangementtrustee, composition, readjustment of debt sequestrator or any other similar act of law of any jurisdiction, domestic or foreign, now or hereafter existing; or the appointment of a receiver, conservator, trustee or similar officer for the Maker or for all or a substantial part official of the Maker's property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of their respective property, or ordering the property winding up or liquidation of the Maker; affairs of the Obligor, and the continuance of any of such events decree or order for sixty (60) days relief or any such other decree or order shall continue unstayed, undismissed, unbonded unvacated or undischarged; or (d) An event of default shall occur under (i) the Senior Loan Agreement (as defined undischarged and in the Securities Purchase Agreement) or related documents, or (ii) any of the Senior Subordinated Note Instruments (as defined in the Securities Purchase Agreement) or related documents, or (iii) any other agreements relating to Senior Indebtedness or (iv) any of the Notes; or (e) The Maker shall fail to comply with any of its covenants contained in the Agreement or the Investors Rights Agreement dated as of the date hereof among the Maker, the Payees of the Notes and certain other parties, and such failure continues unremedied effect for a period of thirty (30) consecutive days; and (iii) The failure by the Obligor to pay when due any amount hereunder, which failure shall not have been cured within two (2) days after the Maker receives written notice from the Payee of such default; orfailure. (fb) Any representation or warranty of Upon the Maker in the Agreement or in any other document or instrument delivered pursuant to the Agreement shall prove to have been false in any material respect upon the date when made; or (g) Maker shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect occurrence of any indebtedness for borrowed money (other than the Senior Indebtedness) or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any indebtedness for borrowed money (other than the Senior Indebtedness) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; or (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty days, whether or not consecutive, any final judgment against Maker that with other outstanding final judgments, undischarged, against Maker exceeds in the aggregate $250,000; or (i) The Maker shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business; or (j) The Agreement or the Investors' Rights Agreement shall cease, for any reason, to be in full force and effect other than in accordance with the terms thereof. Upon the occurrence, and at any time during the continuance, of an Event of Default, the PayeePayee may declare any and all obligations or liabilities of the Obligor to the Payee under this Note (including the unpaid Principal hereunder and the interest due thereon), at the Payee's option immediately due and payable without the need for presentment, demand, protest, protest or other notice of any kindkind and/or under applicable law; provided, may declare all however, that if an event specified in clause (i) or clause (ii) of Section 4(a) (each a "Bankruptcy Event") shall have occurred, this Note shall automatically and immediately become due and payable, and the Payee in each instance shall have the right to exercise its rights under this Note and as permitted by applicable law. Payee shall be entitled to interest on the unpaid principal hereof Principal (and interest hereunder to be immediately due and payable and same shall become immediately due and payable upon such declaration; PROVIDED that in the event of thereon) following any Event of Default specified in clauses (b) and (c) above, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the PayeeBankruptcy Event.