Common use of Defaults; Acceleration Clause in Contracts

Defaults; Acceleration. The occurrence of any Event of Default shall be a default hereunder. Upon the occurrence of any Event of Default, all amounts then outstanding hereunder shall immediately become due and payable in full. The occurrence of any one or more of the following, whatever the reason therefore, shall constitute an “Event of Default” under this Note: (a) the Company shall fail to pay on the date and by the time of day specified above, any amount due to Lender pursuant to this Note or any other document relating to the indebtedness evidenced hereby or otherwise; or (b) the Company shall fail to perform or observe any term, covenant or agreement contained in this Note or any other document relating to the indebtedness evidenced by this Note; or (c) Any representation or warranty made to Lender by the Company, orally or in writing, or contained in any document made or delivered by the Company, proves incorrect or to have been incorrect in any material respect when made; or (d) All or substantially all of the assets of the Company are sold or otherwise transferred without Lender’s written consent, or a change in control of the Company occurs; or (e) the Company is the subject of a voluntary order for relief in any bankruptcy court, or is unable or admits in writing its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer (“Receiver”); or any Receiver is appointed and the appointment continues undischarged or unstayed for thirty (30) calendar days; or the Company institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceedings relating to it or to all or any part of its property under the laws of any jurisdiction; or any similar proceeding is instituted and continues undismissed or unstayed for thirty (30) calendar days; or any judgment, writ, attachment, execution or similar process is issued or levied against all or any part of the real property subject to the Deed of Trust is not released, vacated or fully bonded within thirty (30) calendar days after such issue or levy; or (f) There shall occur a material adverse change in the financial condition of the Company as determined by Lender in its reasonable discretion; or (g) This Note ceases to be in full force and effect or is declared null and void by a court of competent jurisdiction; or the Company claims that this Note is ineffective or unenforceable, in whole or in part, or denies any or further liability or obligation under this Note or both, unless all indebtedness and obligations of the Company thereunder have been fully paid and performed.

Defaults; Acceleration. The occurrence of any Event of Default (as ---------------------- hereinafter defined) shall be a default hereunder. Upon the occurrence of any an Event of Default, all amounts Holder may declare the entire principal balance of the Note then outstanding (if not then due and payable) and all other obligations of Maker hereunder shall immediately become to be due and payable immediately. Subject to the applicable provisions of law, upon any such declaration, the principal of the Note and accrued and unpaid interest, and all other amounts to be paid under this Note shall become and be immediately due and payable, anything in fullthis Note to the contrary notwithstanding. The occurrence of any one or more of the following, whatever the reason thereforetherefor, shall constitute an “"Event of Default” under this Note" hereunder: (a) the Company Maker shall fail to pay on the date and pay, upon demand by the time of day specified aboveHolder, any amount due to Lender pursuant to this Note or any other document relating to the indebtedness evidenced hereby or otherwiseNote; or (b) the Company Maker shall fail to perform or observe any term, covenant or agreement contained in this Note or the Deed of Trust on its part to be performed or observed, other than the failure to make a payment covered by subsection (a), and such failure shall continue uncured as of the earlier of thirty (30) calendar days after the occurrence of such failure or ten (10) calendar days after written notice of such failure is given by Holder to Maker (the cure period set forth in this subsection (b) shall not apply to any other document relating to the indebtedness evidenced by this NoteEvent of Default); or (c) Any any representation or warranty made by Maker to Lender by the Company, orally or in writing, or contained in any document made or delivered by the Company, Holder proves incorrect or to have been incorrect in any material respect when made; or (d) All Maker (which term shall include any entity comprising Maker) is dissolved or liquidated, or otherwise ceases to exist, or all or substantially all of the assets of the Company Maker are sold or otherwise transferred without Lender’s Holder's written consent, or a change in control of the Company occurs; or (e) the Company Maker is the subject of a voluntary an order for relief in any by the bankruptcy court, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Maker applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer (“"Receiver”"); or any Receiver is appointed without the application or consent of Maker, as the case may be, and the appointment continues undischarged or unstayed for thirty (30) calendar days; or the Company Maker institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, rehabilitation or similar proceedings relating to it or to all or any part of its property under the laws of any jurisdiction; or any similar proceeding is instituted without the consent of Maker and continues undismissed or unstayed for thirty (30) calendar days; or any judgment, writ, attachment, execution or similar process is issued or levied against all or any part of the real property subject to the Deed of Trust Property or Maker, and is not released, vacated or fully bonded within thirty (30) calendar days after such issue or levy; or (f) There there shall occur a material adverse change in the financial condition of Maker from its financial conditions as of the Company date of this Note, as determined by Lender Holder in its reasonable discretion; or (g) This Note any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of Holder or the satisfaction in full of all indebtedness and obligations of Maker under the Loan Documents, ceases to be in full force and effect or is declared to be null and void by a court of competent jurisdiction; or the Company Maker or any trustee, officer, director, shareholder or partner of any entity comprising Maker claims that this Note any Loan Document is ineffective or unenforceable, in whole or in part, or denies any or further liability or obligation under this Note or bothany Loan Document, unless all indebtedness and obligations of the Company Maker thereunder have been fully paid and performed; or (h) an Event of Default shall occur under (i) the Option Agreement, (ii) any other Note or Deed of Trust executed by Maker in favor of Holder, or (iii) any other Agreement between Holder to Maker.