Common use of Acceleration of Maturities Clause in Contracts

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Upon an Event of Default described in paragraph Section 7.01F or 7.01G in respect of the Borrower or any guarantor of the Bonds (a) or (b) except when a Credit Facility is in effect hereunder), the principal of §6.1 has happened and is continuing, any Holder accrued interest on the Bonds shall become automatically due and payable immediately. During the continuance of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without Event of Default at any presentment, demand, protest other time or any other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs Section 7.01 (a) through (iother than Clause E or H thereof), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of unless the principal amount of Notes at all the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes Bonds shall thereupon become, forthwith have already become due and payable, without any presentmentthe Trustee, demandupon the written request of the Credit Facility Provider (if any), protest the Bondholder Representative (if any) or other notice the Holders of any kind, not less than a majority in aggregate principal amount (if a Bondholder Agreement is in effect) and otherwise 66-2/3% in aggregate principal amount of the Bonds at the time Outstanding of all subseries for which no Credit Facility is in effect hereunder or in respect of which are hereby expressly waived. When any the Credit Facility Provider obligated thereon is in default thereunder, or upon the occurrence of an Event of Default described in paragraph Section 7.01E or 7.01H in respect of the Bonds in any subseries (jwhether or not the Trustee has received indemnity), shall, promptly upon such occurrence, by notice in writing to the Issuer, the Borrower, the Bondholder Representative (if any), the Credit Facility Providers (if any) or and the Liquidity Facility Providers (k) if any), declare the principal of §6.1 has occurredall the Bonds of such subseries then Outstanding, then all outstanding Notes shall immediately become and the interest accrued thereon, to be due and payable without presentmentimmediately, demand and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Bond Indenture or notice of any kindin the Bonds contained to the contrary notwithstanding. Upon any Note becoming such declaration in respect of the Bonds of any subseries the Trustee shall promptly draw upon any then existing Credit Facility for such Bonds in accordance with the terms thereof and apply the amount so drawn to pay the principal of and interest on such Bonds so declared to be due and payable as a result of any Event of Default as aforesaid, in accordance with and subject to Section 5.10. Interest on the Company will forthwith pay to the Holder Bonds of such Note the entire principal and interest accrued on such Note and (subseries shall cease to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined accrue as of the date of such declaration. The Trustee, as promptly as feasible following its knowledge of the automatic acceleration of the Bonds or its declaration of an acceleration of Bonds, shall notify the Holders of such Bonds on which the date of acceleration and the cessation of accrual of interest on such Note Bonds in the same manner as for a notice of redemption; provided, however, that failure to give such notice shall not affect the acceleration of such Bonds. The preceding paragraph, however, is subject to the condition that if, at any time after the principal of the Bonds of any subseries shall have been so become declared due and payable. No course of dealing on , and before any judgment or decree for the part payment of the Holder moneys due shall have been obtained or Holders of any Notes nor any delay or failure on entered as hereinafter provided, and before the part of any Holder of Notes Credit Facility for such Bonds has been drawn upon in accordance with its terms and honored, there shall have been deposited with the Trustee a sum sufficient to exercise any right shall operate as a waiver pay all the principal of such right or otherwise prejudice Bonds matured prior to such Holder’s rightsdeclaration and all matured installments of interest (if any) upon all such Bonds, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders reasonable fees and expenses of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereonTrustee, including reasonable compensation fees and expenses of its attorneys, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on such Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee and such Credit Facility Provider (if any) for such Bonds or the Bondholder Representative (if any) or provision deemed by the Trustee and such Credit Facility Provider (if any) or the Bondholder Representative (if any) to be adequate shall have been made therefor, or, in the case of an Event of Default described in Section 7.01E or 7.01H, the Credit Facility Provider (if any) or the Bondholder Representative (if any) shall have rescinded any notice described in in such Section by written instrument delivered to the Trustee, then, and in every such case, such Credit Facility Provider (if any) or the Bondholder Representative (if any) or the Holders of at least a majority in aggregate principal amount of the Bonds of such subseries then Outstanding, with the written consent of such Credit Facility Provider (if any) or the Bondholder Representative (if any) and written confirmation that such Credit Facility (if any) for such Bonds has been reinstated to the Required Stated Amount, by written notice to the Issuer and to the Trustee, may, on behalf of the Holders of all such Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Notwithstanding any other provision of this Bond Indenture except as provided in the following sentence, the Trustee may not exercise any remedy in respect of the Bonds of any subseries in the event of a default under Section 7.01 (other than Clause E or H thereof) without the written consent of the Credit Facility Provider (if any) for such Bonds, so long as a Credit Facility is in effect for such Bonds and such Credit Facility Provider is not in default under its payment obligations under the Credit Facility. The Trustee may exercise any and all remedies under this Bond Indenture and the Loan Agreement (except acceleration) to collect any fees or expenses due from the Borrower to the Trustee or the Issuer without obtaining the consent of any Credit Facility Providers (if any); provided that the Trustee shall first provide written notice to the Credit Facility Providers (if any) of its intent to exercise such remedies and provide the Credit Facility Providers (if any) with an opportunity to cure any failure of the Borrower with respect to such Holder’s or Holders’ attorneys for all services rendered in connection therewithfees, expenses and indemnification prior to exercising any such remedy.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §SECTION 6.1 has happened and is continuingcontinuing with respect to any series of Notes, any Holder holder of any Note may of such series may, by notice in writing to the Company sent in the manner provided in SECTION 9.6, declare the entire principal and all interest accrued on such Holder’s Notes Note of such series to be be, and such Notes Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (i), inclusive, or paragraphs (m) or (n), of §said SECTION 6.1 has happened and is continuing, the Holder or Holders holders of 51% or more a majority of the aggregate principal amount outstanding of any series of Notes at the time outstanding may, by notice in writing to the CompanyCompany in the manner provided in SECTION 9.6, declare the entire principal and all interest accrued on all Notes of such series to be, and all Notes of such series shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §SECTION 6.1 has occurred, then all outstanding Notes of every series shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 e6.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent in the manner provided in e9.6 hereof to the Constituent Companies, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (ig), inclusive, of §6.1 said e6.1 has happened and is continuing, the Holder holder or Holders holders of 51greater than 50% or more of the principal amount of Notes at the time outstanding may, by notice in writing in the manner provided in e9.6 to the CompanyConstituent Companies, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jh), (i) or (kj) of §6.1 e6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Constituent Companies will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company Constituent Companies further agreesagree, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §SECTION 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s 's Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §SECTION 6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (i), inclusive, of §Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 5170% or more of the principal amount of Notes at the time outstanding may, in addition to any other rights and remedies available at law or in equity, by notice in writing sent in the manner provided in Section 9.6 hereof to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes plus, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of any holder of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may may, by notice to the Company, declare the entire principal and all interest accrued on such Holder’s holder's Notes to be be, and such holder's Notes shall thereupon become, forthwith due and payable, payable without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When In addition to, and not in limitation of, the foregoing, when any Event of Default described in paragraphs (a) through (ig), inclusive, of §said Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 5166-2/3% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph any of paragraphs (jh) or through (k) m), inclusive, of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses reasonably incurred by them in the collection of any Notes upon any default Default or Event of Default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. (a) When any Event of Default described in paragraph (a), (b), (c), (d) or (bn) of §6.1 Section 8.1 has happened and is continuing, any Holder holder of any Note may may, and when any Event of Default described in paragraphs (e) through (m) and (o) through (p) has happened and is continuing, the holder or holders of 25% or more of the principal amount of the Notes at the time outstanding may, by notice in writing sent in the manner provided in Section 14.3 hereof to the Issuer, declare the entire principal and all interest accrued on such Holder’s all of the Notes to be be, and all such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waivedexpressly waived by the Issuer to the extent permitted by law. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jq) or (kr) of §6.1 Section 8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand demand, protest or notice of any kind, all of which are hereby expressly waived by the Issuer to the extent permitted by law. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company Issuer will forthwith pay to the Holder holders of such Note the Notes which have become due and payable the entire principal and interest accrued on such Note and (the Notes together with, to the extent permitted by applicable law) an amount as , liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the applicable Make-Whole Premium Amount which the Company would be obligated to pay payable if the Issuer then had elected to prepay (and was permitted to prepay) the Notes were being prepaid with the Make-Whole Premium Amount pursuant to §2.2, Section 3.2 (determined as of the date on which such Note shall so become due and payableof declaration of an acceleration or, in the case of an Event of Default described in paragraph (q) or (r) of Section 8.1, the date of acceleration). No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder of Notes Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company Issuer further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith. No course of dealing on the National Health Corporation Indenture of Trust and Security Agreement part of any Noteholder nor any delay or failure on the part of any holders of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Issuer further agrees, to the extent permitted by law, to pay to the holder or holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon or in any enforcement of this Indenture, including reasonable compensation to such holder's or holders' attorneys for all services rendered in connection therewith including, but not limited to, reasonable attorneys fees at trial and on any appeal.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §ss. 6.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent in the manner provided in ss. 9.6 hereof to the Company, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (ij), inclusive, of §said ss. 6.1 has happened and is continuing, the Holder holder or Holders holders of 51more than 50% or more of the principal amount of Notes at the time outstanding may, by notice in writing in the manner provided in ss. 9.6 to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jk), (l) or (km) of §ss. 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default Default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described --------------------------------------- in paragraph (a), (b) or (bc) of §6.1 (S)6.1 has happened and is continuing, any Holder of any Note may by notice to the Company, declare the entire principal and all accrued interest accrued on the Notes held by such Holder’s Notes Holder to be be, and all such Notes shall thereupon become, forthwith due and payable, without any presentmentpresentation, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (ij), inclusive, of §6.1 said (S)6.1 has happened and is continuing, the Holder or Holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jk) or (kl) of §6.1 (S)6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note Holders the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the a Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the each Holder or Holders of the Notes all costs and expenses incurred by them it in the collection of any Notes upon any default hereunder or thereon, including BEI Technologies, Inc. Assumption Agreement reasonable compensation to such Holder’s or Holders’ 's attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 SECTION6.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent in the manner provided in SECTION9.6 to the Company declare the entire principal of and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs paragraph (a) through (ic), inclusive(d), (e), (f), (g), (h) or (l) of §6.1 said SECTION6.1 has happened and is continuing, the Holder holder or Holders holders of 51% or more of the principal amount of Notes of all Series, taken as a single class, at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (i), (j) or (k) of §6.1 SECTION6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Issuer will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableAmount. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company Issuer further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all reasonable costs and expenses incurred by them in the collection of any amounts payable under the Notes upon any default Event of Default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith. All amounts paid hereunder with respect to principal, Make-Whole Amount, if any, and interest on the Notes shall be paid ratably to all Noteholders.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §Section 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (i), inclusive, of §said Section 6.1 has happened and is continuing, the any Holder or Holders of 51holding 33% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note Holders, the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (in), inclusive, of §said Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 51% 2596 or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jo) or (kp) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 ss.8.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ac) through (ij), inclusive, of §6.1 said ss.8.1 has happened and is continuing, the Holder holder or Holders holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §6.1 ss.8.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted by applicable law) an , a premium in the amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount amount which would be payable if the Company would be obligated then had elected to pay if prepay the Notes were being prepaid at a premium pursuant to §2.2, determined as of the date on which such Note shall so become due and payabless.6.2. No course of dealing on the part of the Holder or Holders of any Notes Noteholder nor any delay or failure on the part of any Holder of Notes Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Subordinated Term Loan D Event of Default described in paragraph (a), (b) or (bc) of §6.1 the foregoing Section 2.1 has happened and is continuing, any Holder of may, and when any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Subordinated Term Loan D Event of Default described in paragraphs (ad) through (ij), inclusive, or paragraph (m) through (p), inclusive, of §6.1 said Section 2.1 has happened and is continuing, the any Holder or Holders of 51holding 34% or more of the principal amount of Subordinated Term Loan D Notes at the time outstanding may, by notice to the CompanyParent, declare the entire principal and all interest accrued on all Subordinated Term Loan D Notes to be, and all Subordinated Term Loan D Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Subordinated Term Loan D Event of Default described in paragraph (jk) or (kl) of §6.1 Section 2.1 has occurred, then all outstanding Subordinated Term Loan D Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Subordinated Term Loan D Notes becoming due and payable as a result of any Subordinated Term Loan D Event of Default as aforesaid, the Company Parent will forthwith pay to the Holder of such Note Holders, the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableSubordinated Term Loan D Notes. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company Parent further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Subordinated Term Loan D Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph clauses (ai) or through (b) vi), inclusive, of §6.1 Section 7.1 has happened occurred and is continuing, any Holder of any Note may Purchaser may, by notice in writing sent to the Corporation, declare the entire principal and all interest accrued on such Holder’s the Notes to be be, and such the Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kindprotest, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph clauses (jvii) or through (k) x), inclusive, of §6.1 Section 7.1 has occurred, then all outstanding the Notes shall immediately become due and payable without presentment, demand demand, protest, or notice of any kind. When any Event of Default described in clause (iv) of Section 7.1 has occurred and is continuing as a result of the Corporation's breach of its obligation to convert the indebtedness evidenced by the Notes into Conversion Shares in accordance with the terms and conditions of the Notes, Purchaser shall be entitled to specific performance of such obligation of the Corporation; it being expressly acknowledged and agreed by the Corporation that no adequate remedy at law exists for any such breach and that Purchaser will be irreparably harmed by any such breach by the Corporation. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will Corporation shall forthwith pay to the Holder of such Note Purchaser the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableNotes. No course of dealing on the part of the Holder or Holders of any Notes Purchaser nor any delay or failure on the part of any Holder of Notes Purchaser to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s Purchaser's rights, powers powers, and remedies. The Company Corporation further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes Purchaser all costs and expenses (including attorneys' fees) incurred by them it in the collection of any the Notes upon any default hereunder or thereon, thereon (including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered costs and expenses incurred in connection therewithwith a workout or an insolvency or bankruptcy proceeding).

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent to the Company in the manner provided in Section 9.6, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §said Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 51% or more of the principal amount of the Notes at the time outstanding may, by notice in writing to the CompanyCompany in the manner provided in Section 9.6, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.holder's

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 [SECTION]6.1 has happened and is continuing, any Holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (ij), inclusive, of §6.1 said [SECTION]6.1 has happened and is continuing, the any Holder or Holders of 51holding 25% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jk) or (kl) of §6.1 [SECTION]6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note Holders, the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Make- Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 ss.6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (il), inclusive, of §6.1 said ss.6.1 has happened and is continuing, the Holder holder or Holders holders of 5140% or more of the principal amount of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jm) or (kn) of §6.1 ss.6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on the Notes and if such Note and (payment is not made on an Interest Rate Adjustment Date, to the extent permitted by applicable law) , an amount amount, payable as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) , equal to the applicable Make-Whole Amount which the Company would be obligated to pay Breakage Cost Amount, if the Notes were being prepaid pursuant to §2.2any, determined as of the date on which such Note the Notes shall become so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes Noteholder nor any delay or failure on the part of any Holder of Notes Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding (on the U.S. Dollar Conversion Basis) may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) Sections ‎5.1.2, ‎5.1.3, ‎5.1.4, ‎5.1.5 or (b) of §6.1 ‎5.1.8 has happened and is continuing, any Holder all amounts due to the Lenders on account of any Note may declare the entire principal and all interest accrued on such Holder’s Notes Loan shall become (subject to be and such Notes shall thereupon become, forthwith the provisions of the Discount Subordination Agreement) immediately due and payablepayable without notice (subject to any applicable cure or grace periods provided therefor therein) and any commitment of the Lenders to extend any funds hereunder shall forthwith immediately terminate. Lenders shall notify Borrower of its exercise of such rights upon such exercise, without any presentment, demand, protest or other provided that the lack of such notice shall not impair such rights of any kind, all of which are hereby waivedLenders. When any other Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding Lead Lender may, by notice in writing sent to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith Secured Amounts immediately due and payablepayable (subject to any applicable cure or grace periods provided therefor therein), without in which case if such notice is so provided, any presentment, demand, protest or other notice commitment of the Lenders to extend any kind, all of which are hereby expressly waivedfunds hereunder shall forthwith immediately terminate. When any It is clarified that should the Company fail to cure an Event of Default described within the applicable cure or grace period set forth in paragraph (j) Section ‎5.1 above, the Event of Default shall be deemed to have occurred on the date of the breach underlying such Event of Default. Anything to the contrary herein notwithstanding, if in Lead Lender’s reasonable good faith opinion the grant of any cure or (k) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand grace period or notice of provided for herein would materially prejudice its rights pursuant to the Transaction Agreements or pursuant to any kindlaw or their ability to be repaid the Secured Amounts or realize the Collateral, Lead Lender shall be entitled to reduce the cure or grace period or not grant it or such notice at all. Upon any Note such amounts becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith promptly pay to the Holder of such Note the entire principal and interest accrued on such Note and (Lenders all amounts due to the extent permitted by Lenders under the Transaction Agreements, including any applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (VAT and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableDefault Interest. No Neither any course of dealing on the part of the Holder or Holders of any Notes Lender nor any delay or failure on the part of by any Holder of Notes Lender to exercise any right under the Transaction Agreements or applicable law shall not operate as a waiver of such right or otherwise prejudice such Holder’s any Lender's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default remedies hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered under any applicable law in connection therewithany applicable jurisdiction.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 (S)6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (ih), inclusive, of §6.1 said (S)6.1 has happened and is continuing, the Holder holder or Holders holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (i), (j) or (k) of §6.1 (S)6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as BW/IP International, Inc. Note Agreement a waiver of such right or otherwise prejudice such Holder’s holders rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation fees and expenses to such Holder’s holders or Holders’ holders attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any If an Event of Default described shall occur, then, and in paragraph (a) each and every such case during the continuance of such Event of Default, the Trustee or (b) the Owners of §6.1 has happened and is continuingnot less than a majority in aggregate principal amount of the Bonds at the time Outstanding shall be entitled, any Holder of any Note may upon notice in writing to the Authority, to declare the entire principal of all of the Bonds then Outstanding, and all the interest accrued on such Holder’s Notes thereon, to be due and payable immediately, and upon any such Notes declaration the same shall thereupon become, forthwith become and shall be immediately due and payable, without any presentmentanything in this Indenture or in the Bonds contained to the contrary notwithstanding; provided however, demand, protest or other notice of any kind, all of which so long as the Bonds are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuinginsured by the Bond Insurer, the Holder or Holders maturity of 51% or more such Bonds shall not be accelerated without the consent of the principal amount Bond Insurer and in the event the maturity of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaidBonds is accelerated, the Company will forthwith Insurer may elect, in its sole discretion, to pay to the Holder of such Note the entire principal accelerated principal, and interest accrued on such Note and principal, to the date of acceleration (to the extent permitted unpaid by applicable lawthe Authority) an amount and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as liquidated damages provided above, the Bond Insurer’s obligations under the Bond Insurance Policy with respect to such Bonds shall be fully discharged. Any such declaration, however, is subject to the condition that if, at any time after such declaration and before any judgment or decree for the loss payment of the bargain evidenced hereby (moneys due shall have been obtained or entered, the Authority shall deposit with the Trustee a sum sufficient to pay all the principal or Redemption Price of and not as a penalty) equal installments of interest on the Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds, and the reasonable charges and expenses of the Trustee, and any and all other defaults known to the applicable Make-Whole Amount which Trustee (other than in the Company would be obligated payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to pay if the Notes were being prepaid pursuant to §2.2, determined as satisfaction of the date on which Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such Note shall so become due and payable. No course case, the Owners of dealing on the part not less than a majority in aggregate principal amount of the Holder Bonds then Outstanding, by written notice to the Authority and the Trustee, or Holders the Trustee if such declaration was made by the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such default; but no such rescission and annulment shall extend to or shall affect any Notes nor any delay subsequent default, or failure on the part of any Holder of Notes to exercise shall impair or exhaust any right shall operate as a waiver of such right or otherwise prejudice such Holder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or power consequent thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 ss.6.1 has happened and is continuing, any Holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (i), inclusive, of §6.1 said ss.6.1 has happened and is continuing, the any Holder or Holders of 5125% or more of the principal amount of the Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued (including all interest accrued at any applicable overdue rate) on all Notes held by such Holder or Holders to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §6.1 ss.6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder Holders of such Note Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable lawlaw (except in the case of acceleration pursuant to paragraphs (j), (k) or (l) of ss.6.1), Meritage Corporation Note Agreement an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note any Notes shall so become due and payable. No course of dealing on the part of the any Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the each Holder or Holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ 's attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ac) through (ih), inclusive, of §said 6.1 has happened and is continuing, the Holder holder or Holders holders of 5133-1/3% or more of the principal amount of Notes at the time outstanding (exclusive of any Notes held by a Restricted Subsidiary or Affiliate) may, by notice in writing sent by registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph paragraphs (ji) or through (k) ), inclusive, of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted by applicable law) an , a premium in the amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which would be payable if the Company would be obligated then had elected to pay if prepay the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of any holder of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §SECTION 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s 's Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §SECTION 6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §SECTION 2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including Allied Capital Corporation Note Agreement reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 ss.6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (in), inclusive, or (r) of §6.1 said ss.6.1 has happened and is continuing, the Holder holder or Holders holders of 51% or more at least a majority of the principal amount of Notes at the time outstanding may, by notice in writing sent by personal delivery, prepaid overnight mail or courier service or registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph paragraphs (jo), (p) or (kq) of §6.1 ss.6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted by applicable law) an amount as , liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) in an amount equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableAmount. No course of dealing on the part of the Holder or Holders any holder of any Notes nor any a Note and no delay or failure on the part of any Holder holder of Notes a Note to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith. .Section 6.4.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §SECTION 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s 's Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §SECTION 6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Series A Make-Whole Amount or Series B Premium Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §SECTION 2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 Section6.1 has happened and is continuing, any Holder the holder of any such Note may may, by notice in writing sent to the Company in the manner provided in Section9.6, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 said Section6.1 has happened and is continuing, the Holder holder or Holders holders of 5135% or more of the principal amount of the Notes at the time outstanding may, by notice in writing to the CompanyCompany in the manner provided in Section9.6, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §6.1 Section6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith. .c2.Section 6.4.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent to the Obligors in the manner provided in Section 9.6, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraphs (a) through (io), inclusive, of §said Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 51% or more of the principal amount of the Notes at the time outstanding may, by notice in writing to the CompanyObligors in the manner provided in Section 9.6, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jp), (q) or (kr) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Obligors will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company Obligors further agreesagree, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 SECTION 7.1 has happened and is continuing, any Holder holder of any Note may may, by notice in writing sent to the Issuer in the manner provided in SECTION 10.6, declare the entire principal and all interest accrued on such Holder’s Notes Note to be be, and such Notes Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, but subject to rescission of acceleration as provided in SECTION 7.4. When any Event of Default described in paragraphs (a) through (ih), inclusive, of §6.1 said SECTION 7.1 has happened and is continuing, the Holder or Holders holders of 5150% or more of the principal amount of the Notes at the time outstanding may, by notice in writing to the CompanyIssuer in the manner provided in SECTION 10.6, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (i), (j) or (k) of §6.1 SECTION 7.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Issuer will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company Issuer further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith. Section 7.4.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §section 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ac) through (ih), inclusive, of §said section 6.1 has happened and is continuing, the any Holder or Holders of 51holding more than 50% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph paragraphs (i), (j) or (k) of §section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note Holders, the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith. Section 6.4.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §Section 6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ac) through (g) inclusive, (i) or (l), inclusive, of §said Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (h), (j) ), or (k) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableAmount. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holderholder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holderholder’s or Holdersholders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 Section 9.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal Debenture may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (ih), inclusive, of §6.1 said Section 9.1 has happened and is continuing, continuing the Holder holder or Holders holders of 5150% or more of the principal amount of Notes Debentures at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes Debentures to be, and all Notes Debentures shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (i), (j) ), or (k) of §6.1 Section 9.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Debentures the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableDebentures. No course of dealing on the part of the Holder or Holders of any Notes Debentureholder nor any delay or failure on the part of any Holder of Notes Debentureholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes Debentures all costs and expenses , including reasonable attorneys' fees, incurred by them in the collection of any Notes Debentures upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 ss.6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ac) through (ij), inclusive, of §6.1 said ss.6.1 has happened and is continuing, the Holder holder or Holders holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §6.1 ss.6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder Petroleum Heat and Power Co., Inc. Note Agreement holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (law and not as if such Notes so become due and payable on or prior to March 31, 2002, a penalty) premium equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes Noteholder nor any delay or failure on the part of any Holder of Notes Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all reasonable costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a), (b) or (bc) of §6.1 ss.6.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs (ad) through (il), inclusive, of §6.1 said ss.6.1 has happened and is continuing, the Holder holder or Holders holders of 5140% or more of the principal amount of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jm) or (kn) of §6.1 ss.6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted by applicable law) , an amount amount, payable as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) , equal to the applicable Make-Whole Amount amount which would be payable if the Company would be obligated then had elected to pay if prepay the Notes were being prepaid at a premium pursuant to §2.2, determined as of the date on which such Note shall so become due and payabless.2.2. No course of dealing on the part of the Holder holder or Holders holders of any Notes Note nor any delay or failure on the part of any Holder holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §SECTION 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s 's Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §SECTION 6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableNote. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described describe in paragraphs (a) through (i), inclusive, g) of §6.1 Section 7.1 has happened and is continuing, the Holder or Holders of 51% or more holder of the principal amount of Notes at the time outstanding New Debenture may, by notice to the Company, declare the entire principal and all interest accrued on all Notes the New Debenture to be, and all Notes the New Debenture shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jh) or (ki) of §6.1 Section 7.1 has occurred, then all outstanding Notes the New Debenture shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Without limiting the foregoing, the Company shall, upon becoming aware of the occurrence of any Event of Default, promptly notify the Investor of such occurrence. Upon any Note the New Debenture becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holder of such Note the New Debenture the entire principal and interest accrued on such Note and (to the extent permitted by New Debenture, plus any applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a prepayment penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes New Debenture holder nor any delay or failure on the part of any Holder of Notes the New Debenture holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders holder of the Notes New Debenture all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes the New Debenture upon any default Default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, g) of §6.1 Section 7.1 has happened and is continuing, the Holder or Holders of 51% or more holder of the principal amount of Notes at the time outstanding New Debenture may, by notice to the Company, declare the entire principal and all interest accrued on all Notes the New Debenture to be, and all Notes the New Debenture shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (jh) or (ki) of §6.1 Section 7.1 has occurred, then all outstanding Notes the New Debenture shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Without limiting the foregoing, the Company shall, upon becoming aware of the occurrence of any Event of Default, promptly notify the Investor of such occurrence. Upon any Note the New Debenture becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holder of such Note the New Debenture the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableNew Debenture. No course of dealing on the part of the Holder or Holders of any Notes New Debenture holder nor any delay or failure on the part of any Holder of Notes the New Debenture holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders holder of the Notes New Debenture all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes the New Debenture upon any default Default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph (a) Sections ‎5.1.2, ‎5.1.3, ‎5.1.4, ‎5.1.5 or (b) of §6.1 ‎5.1.8 has happened and is continuing, any Holder all amounts due to the Lender on account of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes Loan shall thereupon become, forthwith become immediately due and payablepayable without notice (subject to any applicable cure or grace periods provided therefor therein) and any commitment of the Lender to extend any funds hereunder shall forthwith immediately terminate. Lender shall notify Borrower of its exercise of such rights upon such exercise, without any presentment, demand, protest or other provided that the lack of such notice shall not impair such rights of any kind, all of which are hereby waivedLender. When any other Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding Lender may, by notice in writing sent to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith Secured Amounts immediately due and payablepayable (subject to any applicable cure or grace periods provided therefor therein), without in which case if such notice is so provided, any presentment, demand, protest or other notice commitment of the Lender to extend any kind, all of which are hereby expressly waivedfunds hereunder shall forthwith immediately terminate. When any It is clarified that should the Company fail to cure an Event of Default described within the applicable cure or grace period set forth in paragraph (j) Section ‎5.1 above, the Event of Default shall be deemed to have occurred on the date of the breach underlying such Event of Default. Anything to the contrary herein notwithstanding, if in the Lender’s reasonable good faith opinion the grant of any cure or (k) of §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand grace period or notice of provided for herein would materially prejudice its rights pursuant to the Transaction Documents or pursuant to any kindlaw or their ability to be repaid the Secured Amounts or realize the Collateral, the Lender shall be entitled to reduce the cure or grace period or not grant it or such notice at all. Upon any Note such amounts becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith promptly pay to the Holder of such Note the entire principal and interest accrued on such Note and (Lender all amounts due to the extent permitted by Lender under the Transaction Agreements, including any applicable law) an amount as liquidated damages for VAT. Arrears Interest shall accrue on any delayed payment, in accordance with the loss provisions of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payableSection ‎2.7.2 above. No Neither any course of dealing on the part of the Holder or Holders of any Notes Lender nor any delay or failure on by the part of any Holder of Notes Lender to exercise any right under the Transaction Agreements or applicable law shall not operate as a waiver of such right or otherwise prejudice such Holderthe Lender’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default remedies hereunder or thereon, including reasonable compensation under any applicable law in any applicable jurisdiction. All amounts payable upon acceleration in accordance with the provisions hereof shall be subject to such Holder’s or Holders’ attorneys for all services rendered in connection therewithPrepayment Fee.

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §Section 6.1 has happened and is continuing, the Holder holder or Holders holders of 5125% or more of the principal amount of Notes at the time outstanding may, by notice in writing sent to the CompanyCompany by any method authorized by Section 9.7, declare the entire principal of and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j), (k) or (kl) of §Section 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal of and interest accrued on such Note the Notes and if the Event of Default which has occurred is described in any of Sections 6.1(a) through (i), inclusive, at a time when no Event of Default described in Sections 6.1(j), (k) or (l) and constituting involuntary bankruptcy, reorganization or insolvency proceedings has occurred, and is continuing, to the extent permitted by applicable law) an amount law and as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) , an additional amount equal to the then applicable Make-Make Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payablePremium. No course of dealing on the part of the Holder or Holders of any Notes Noteholder nor any delay or failure on the part of any Holder of Notes Noteholder to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holderholder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holderholder’s or Holdersholders’ attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in paragraph subdivision (a) or (b) of §6.1 Section 13.1 has happened and is continuing, any Holder holder of any Note may declare the entire principal may, and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When when any Event of Default described in paragraphs subdivision (ac) through (if), inclusive, or subdivision (j) of §6.1 said Section 13.1 has happened and is continuing, the Holder holder or Holders holders of 5166-2/3% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph subdivision (jg), (h) or (ki) of §6.1 Section 13.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest accrued on such Note and (the Notes and, to the extent permitted not prohibited by applicable law) , an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note the Notes shall so become due and payable. No course of dealing on the part of the Holder holder or Holders holders of any Notes nor any delay or failure on the part of any Holder holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder holder or Holders holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s holder's or Holders’ holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event Notice of Default described in paragraph (a) Acceleration or (b) of §6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waivedConversion. When any Event of Default described in paragraphs (a) through (i), inclusive, of §6.1 Section 7.1 has happened and is continuing, the Holder or Holders any holder of 51% or more of the principal amount of Notes at the time outstanding any Note may, by notice in writing sent in the manner provided in Section 11 hereof to the Company, declare the entire principal and all interest accrued on all Notes such Note to be, and all Notes such Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waivedwaived by the Company. When any Alternatively, if such Event of Default described is a Conversion Event, such holder may, by notice in paragraph writing as provided in Section 11.9 (j"Conversion Notice") or (k) elect to convert a portion of §6.1 has occurredthe unpaid principal and accrued interest of such holder's Note into a number of Conversion Shares which does not exceed the Initial Conversion Allocation of such Note as provided in Section 1.4 of this Agreement. If shareholder approval for issuance of Contingent Shares is obtained as contemplated by Section 5.4, such holder may elect to require the Company to convert, at a price per share equal to the Conversion Price on the Conversion Date, up to the entire unpaid principal and interest then all outstanding Notes due under any Note held by such holder. The Conversion Notice shall immediately become due be delivered within three hundred and payable without presentmentsixty-five days of the date of the Conversion Event, demand or notice and shall specify the date for conversion, which shall not exceed 30 days from the date such Conversion Notice is given. The Conversion Notice shall be accompanied by an executed Investment Letter in the form attached hereto as 13 14 EXHIBIT C. The obligation of any kindthe Company to deliver the Conversion Shares shall be expressly conditioned upon receipt of such Investment Letter. Upon any Note the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder holders of such Note the Notes the entire principal and interest (including interest, if any, accrued on such Note at the Overdue Rate, and any interest accrued subsequent to an Event of Default described in paragraphs (to the extent permitted by applicable lawe), (f) an amount as liquidated damages for the loss or (g) of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s or Holders’ attorneys for all services rendered in connection therewith.Section 7.1

Acceleration of Maturities. When any Event of Default described in paragraph (a) or (b) of §Section 6.1 has happened and is continuing, any Holder of any Note may declare the entire principal and all interest accrued on such Holder’s 's Notes to be and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby waived. When any Event of Default described in paragraphs (a) through (i), inclusive, of §Section 6.1 has happened and is continuing, the Holder or Holders of 51% or more of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all interest accrued on all Notes to be, and all Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. When any Event of Default described in paragraph (j) or (k) of §Section 6.1 has occurred, then all outstanding outstanDing Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Note becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Holder of such Note the entire principal and interest accrued on such Note and (to the extent permitted by applicable law) an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the applicable Make-Whole Amount which the Company would be obligated to pay if the Notes were being prepaid pursuant to §2.2Amount, determined as of the date on which such Note shall so become due and payable. No course of dealing on the part of the Holder or Holders of any Notes nor any delay or failure on the part of any Holder of Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such Holder’s 's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the Holder or Holders of the Notes all costs and expenses incurred by them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such Holder’s 's or Holders’ ' attorneys for all services rendered in connection therewith.