Common use of Acceleration of Maturities Clause in Contracts

Acceleration of Maturities. When any Event of Default described in clause (i) of paragraph 7(a) has occurred and is continuing, any holder of a Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses (i), (ii), (v), (vi), (vii) or (viii) of said paragraph 7(a) has occurred and is continuing, the holder or holders of more than 50% 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 clauses (iii) or (iv) of paragraph 7(a) has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the Notes nor any delay or failure on the part of any holder 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) 6.1 has occurred happened and is continuing, any holder of a any Note as to which such Event of Default has occurred may, 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 the Notes held by such holder Note to be, and the Notes held by such holder Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are is hereby expressly waived. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses paragraphs (a) through (i), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) 6.1 has occurred happened and is continuing, the holder or holders of 35% or more than 50% of the principal amount of Notes at the time outstanding may, by notice in writing sent in the manner provided in 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 clauses paragraph (iiij), (k) or (iv1) of paragraph 7(a) 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire unpaid principal and interest accrued on balance of the Notes then outstanding, together with all accrued and unpaid interest thereon and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date day on which the Notes shall so become due and payable. No course of dealing on the part of the any holder or holders of the Notes nor any delay or failure on the part of any holder of the 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 clause paragraph (ia) or (b) of paragraph 7(a) Section 9.1 has occurred and is continuing, any holder of a Note any Debenture may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (ic) through (h), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) Section 9.1 has occurred and is continuing, the holder or holders of more than 50% 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 clauses paragraph (iiii) or (ivj) of paragraph 7(a) Section 9.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon any Notes the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable Debentures the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableDebentures. No course of dealing on the part of the any Debenture holder or holders of the Notes nor any delay or failure on the part of any Debenture holder 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 fullest extent permitted by law, to pay to the holder or holders of the Notes Debentures all costs and expenses 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 If an Event of Default with respect to the Company described in SECTION 6.1(I) or (J) (other than an Event of Default described in clause (i) of paragraph 7(aSECTION 6.1(I) or described in clause (vi) of SECTION 6.1(I) by virtue of the fact that such clause encompasses clause (i) of SECTION 6.1(I)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable, without presentment, demand or notice of any kind. If any Event of Default described in SECTION 6.1(A) or (B) has occurred and is continuing, any holder Holder or Holders of a Note mayNotes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare the entire principal and all interest accrued on the Notes held by such holder it or them to be, and the all such Notes held by such holder shall thereupon become, forthwith immediately due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. In addition to and not in limitation If any Event of the foregoing, when any Default (other than an Event of Default described in clauses (i), (ii), (v), (vi), (vii) or (viii) the first paragraph of said paragraph 7(athis SECTION 6.3) has occurred and is continuing, the holder any Holder or holders Holders of more than 5025% of the in principal amount of the Notes at the time outstanding maymay at any time at its or their option, by notice or notices to the Company, declare the entire principal and all interest accrued on all the Notes then outstanding to be, and all Notes shall thereupon become, forthwith immediately 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 clauses (iii) or (iv) of paragraph 7(a) has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable Holders the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableMake-Whole Amount. No course of dealing on the part of the holder any Holder or holders of the Notes Holders nor any delay or failure on the part of any holder Holder or Holders 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 of the Notes Holders 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 clause -------------------------- paragraph (ia) or (b) of paragraph 7(a) Section 6.1 has occurred and is continuing, any holder of a any Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (ic) through (f), (ii)both inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) Section 6.1 has occurred and is continuing, the holder or holders of more than 50% of the a majority in aggregate principal amount of the Notes at the time outstanding may, by notice to the Companyin writing, declare the entire principal principal, together with the premium set forth below, and all interest accrued on all Notes 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 clauses paragraph (iii) or (ivg) of paragraph 7(a) Section 6.1 has occurredoccurred and is continuing, then all outstanding Notes of the Notes, and all interest accrued thereon, shall immediately automatically become forthwith due and payable payable, without any presentment, demand demand, protest or notice of any kind, all of which are hereby expressly waived. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal of, and interest accrued on on, the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableNotes. No course of dealing on the part of the any holder or holders of the Notes Notes, nor any delay or failure on the part of any holder of Notes to exercise any right of its rights, shall operate as a waiver of such right rights or otherwise prejudice such holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, agrees to pay to the holder or holders of the Notes all costs and expenses incurred by them in the collection or enforcement 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 clause (ia) or (b) of paragraph 7(a) Section 6.1 has occurred and is continuing, any holder of a any Note may, by notice in writing sent in the manner provided in Section 9.6 to the Company, Parent declare the entire principal of and all interest accrued on the Notes held by such holder Note to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses clause (ia), (iib), (vc), (vid), (viie), (f), (g), (h), (m), (n) or (viiio) of said paragraph 7(a) Section 6.1 has occurred and is continuing, the holder or holders of 51% or more than 50% of the principal amount of Notes (other than Notes held by any member of the Restricted Group or any Affiliate) at the time outstanding (the "MAJORITY NOTEHOLDERS") may, by notice to the CompanyParent, 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 clauses clause (iiii), (j), (k) or (ivl) of paragraph 7(a) 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 or all of the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Issuer will forthwith pay to the holders of the such Notes then due and payable the entire principal of and interest accrued on the such Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableMake-Whole Amount. No course of dealing on the part of the holder or holders of the 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 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 amounts payable under the Notes upon in connection with any default hereunder or thereonEvent of Default hereunder, including reasonable compensation to such holder's or 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 holders of Notes which have become due and payable pursuant to this Section 6.3.

Acceleration of Maturities. When any Event of Default described in clause paragraph (ia) or (b) of paragraph 7(a) Section 14.1 has occurred happened and is continuing, any holder Holder of a any Senior Note may, by notice to the Company, may declare the entire principal and all interest accrued on the such Xxxxxx’s Senior Notes held by such holder to be, and the such Senior Notes held by such holder 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. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses paragraphs (a) through (i), (ii)inclusive, (v), (vi), (viil) or (viiim) of said paragraph 7(a) Section 14.1 has occurred happened and is continuing, the holder or holders of more than 50% of the principal amount of Notes at the time outstanding Required Holders may, by notice to the Company, declare the entire principal and all interest accrued on all Senior Notes to be, and all Senior 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 clauses paragraph (iiij) or (ivk) of paragraph 7(a) Section 14.1 has occurred, then all outstanding Senior Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Senior Notes becoming due and payable as a result under this Section 14.3, whether automatically or by declaration, such Senior Notes will forthwith mature and the entire unpaid principal amount of any Event such Senior Notes, plus (i) all accrued and unpaid interest thereon and (ii) in the case of Default as aforesaidthe MWA Senior Notes, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereofMake-Whole Amount, if any, determined as in respect of such principal amount of such MWA Senior Notes (to the date on which the Notes full extent permitted by applicable law), shall so become all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. No course The Company acknowledges, and the parties hereto agree, that each holder of dealing on a MWA Senior Note has the part right to maintain its investment in the MWA Senior Notes free from prepayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount, if any, by the holder Company in the event that the MWA Senior Notes are prepaid or holders of the Notes nor any delay or failure on the part of any holder to exercise any right shall operate are accelerated as a waiver result of an Event of Default, is intended to provide compensation for the deprivation of such right or otherwise prejudice under 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 therewithcircumstances.

Acceleration of Maturities. When any Event of Default described in clause paragraph (a) through (i) ), inclusive, or paragraph (l), of paragraph 7(a) subsection 8.1 has occurred happened and is continuing, any holder of a Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kindtogether, all of which are hereby expressly waived. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses (i), (ii), (v), (vi), (vii) Noteholders who hold one or (viii) of said paragraph 7(a) has occurred and is continuing, the holder more Notes whereby each holds 25% or holders of more than 50% of the principal amount of Notes at the time outstanding maymay jointly, 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 clauses paragraph (iiij) or (ivk) of paragraph 7(a) subsection 8.1 has occurred, then all outstanding the Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent not prohibited permitted by applicable law, an the amount as liquidated damages for which would be payable if the loss of the bargain evidenced hereby (and not as a penalty) equal Company then had elected to the premium specified in paragraph 2(a) hereof, if any, determined as of the date on which prepay the Notes shall so become due and payableat a premium pursuant to subsection 4.2. No course of dealing on the part of the holder or holders of the Notes any Noteholder nor any delay or failure on the part of any holder Noteholder to exercise any right right, including, without limitation, the acceptance of a partial payment, 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 before and after judgment incurred by them such holder in the collection of any the 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 clause paragraph (ia) or (b) of paragraph 7(a) §6.1 has occurred happened and is continuingcontinuing with respect to any Series of Notes, any holder of a any Note of such Series may, by notice in writing to the CompanyCompany sent in the manner provided in §9.6, declare the entire principal and all interest accrued on the Notes held by such holder Note of such Series to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses (i), (ii), (v), (vi), (vii) or (viii) of said paragraph 7(a) has occurred and is continuing, the holder or holders of more than 50% 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 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 clauses paragraphs (iiia) through (i), inclusive, or paragraphs (k) through (m), inclusive, of said §6.1 has happened and is continuing, the holders of a majority of the aggregate principal amount outstanding of any Series of Notes may, by notice in writing to the Company in the manner provided in §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, and Prudential may at its option, by notice in writing to the Company, terminate the Facility. When any Event of Default described in paragraph (h), (i) or (ivj) of paragraph 7(a) §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, and the Facility shall automatically terminate. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) §6.1 has occurred happened and is continuing, any holder of a Note Holder may, by notice to the CompanyObligors, declare the entire principal amount of and all interest accrued on the Notes held by such holder Holder’s Note to be, and the Notes held by such holder Note shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kindkind (other than as expressly required in this §6), all of which are hereby expressly waived. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses paragraphs (ia) through (k), (ii)inclusive, (v), (vi), (vii) or (viiin) of said paragraph 7(a) §6.1 has occurred happened and is continuing, the holder or holders of more than 5033-1/3% of the aggregate principal amount of any series of Notes at the time outstanding may, by notice in writing sent by registered or certified mail to the CompanyObligors, declare or direct the Security Trustee to declare the entire principal amount of and all interest accrued on all Notes of such series to be, and all Notes of such series shall thereupon become, become forthwith due and payable, without any presentment, demand, protest or other notice of any kindkind (other than as expressly required in this §6), all of which are hereby expressly waived. When any Event of Default described in clauses paragraph (iiil), (m) or (ivo) of paragraph 7(a) §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon the Notes of any Notes series becoming due and payable as a result of any Event of Default as aforesaid, the Company Obligors will forthwith pay to the holders of such series of Notes the entire principal and interest accrued on the Notes of such series. Upon the Notes of any series becoming due and payable as a result of any such Event of Default, the Obligors will forthwith pay to the holders of the Notes then due and payable of such series, in addition to the entire principal and interest accrued on the Notes andamounts specified above, to the extent 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 premium specified in paragraph 2(a) hereofMake-Whole Amount, if any, for such series of Notes determined as of the date on which of declaration of acceleration. Without limiting the Notes foregoing, when any Event of Default has happened and is continuing the Security Trustee shall so become due have all of the rights and payableremedies described in §5.2 of the Security Agreement and §4.5 of the Mortgages and otherwise available at law or in equity, all as contemplated by Section 7.13 of the Security Agreement. No course of dealing on the part of the holder or holders of the Notes any Holder nor any delay or failure on the part of any holder Holder 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 Obligors further agreesagree, to the extent permitted by law, to pay to the holder or holders of the Notes Holders 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) §6.1 has occurred happened and is continuingcontinuing with respect to any Series, any holder of a any Note of such Series may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (id) through (k), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) §6.1 has occurred happened and is continuing, the holder or holders of 51 % or more than 50% of the principal amount of Notes of such Series at the time outstanding may, by notice to the Company, 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 clauses paragraphs (iii1), (m) or (ivn) of paragraph 7(a) §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) Section6.1 has occurred happened and is continuing, any holder of a any Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (id) through (k), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) Section6.1 has occurred happened and is continuing, the holder or holders of 25% or more than 50% 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 clauses paragraph (iiii), (j) or and (ivl) of paragraph 7(a) Section6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal principle and interest accrued on the Notes and, to the extent not prohibited permitted by applicable law, an amount as liquidated damages for a premium in the loss of the bargain evidenced hereby (and not as a penalty) equal to the premium specified in paragraph 2(a) hereofamount, if any, determined as of which would be payable if the date on which Company then had elected to prepay the Notes shall so become due and payablepursuant to Section2.2(b). No course of dealing on the part of the holder or holders of the Notes any Noteholder nor any delay or failure on the part of any holder Noteholder 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) Section 9.1 has occurred and is continuing, any holder of a Note any Debenture may, and when any Event of Default described in paragraphs (d) through (i), inclusive, and (l) through (n), inclusive, of Section 9.1 has occurred and is continuing, the holder or holders of 50% or more of the principal amount of Debentures at the time outstanding may, by notice to the CompanyBorrowers, declare the entire principal and all interest accrued on the Notes held by such holder all Debentures to be, and the Notes held by such holder all Debentures shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kindprotest, all of which are hereby expressly waived. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses (i), (ii), (v), (vi), (vii) or (viii) of said paragraph 7(a) has occurred and is continuing, the holder or holders of more than 50% 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 clauses paragraph (iiij) or (ivk) of paragraph 7(a) Section 9.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand demand, protest, or notice of any kind, all of which are hereby expressly waived. Upon any Notes the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Company Borrowers will forthwith pay to the holders of the Notes then due and payable Debentures the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableDebentures. No course of dealing on the part of the any Debenture holder or holders of the Notes nor any delay or failure on the part of any Debenture holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Each of the Company and the Co Maker further agrees, to the fullest extent permitted by law, to pay to the holder or holders of the Notes Debentures all costs and expenses 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) Section 9.1 has occurred and is continuing, any holder of a any Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (d) through (i), inclusive, and (ii), (v), (vi), (vii) or (viii1) of said paragraph 7(a) Section 9.1 has occurred and is continuing, the holder or holders of more than 50% or more of the principal amount of Notes at the time outstanding may, by notice to the CompanyBorrowers, 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 clauses paragraph (iiij) or (ivk) of paragraph 7(a) Section 9.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Borrowers will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableNotes. No course of dealing on the part of the any Note holder or holders of the Notes nor any delay or failure on the part of any Note holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company Each Borrower further agrees, to the fullest extent permitted by law, to pay to the holder or holders of the Notes all costs and expenses expenses, including reasonable attorneys' fees, incurred by them in the collection of any Notes upon any default Event of 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) SECTION 6.1 has occurred happened and is continuing, any holder of a Note Holder may, by notice to the Company, declare the entire principal principal, premium, if any, and all interest accrued on the Note or Notes held by such holder Holder to be, and the such Note or Notes held by such holder 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. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses paragraphs (ia) through (l), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) SECTION 6.1 has occurred happened and is continuing, the holder or holders of more Holders holding not less than 50% of the principal amount of the outstanding Notes at the time outstanding may, by notice to the Company, declare the entire principal principal, premium, if any, 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 clauses paragraph (iiim), (n) or (ivo) of paragraph 7(a) SECTION 6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon any Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders Holders of the such Notes then due and payable the entire principal and interest accrued on the Notes so accelerated and, in the case of an Event of Default specified in paragraphs (a) through (l), inclusive of SECTION 6.1, to the extent not prohibited by applicable law, the Company will pay an amount as liquidated damages for the loss of the bargain evidenced hereby (and not as a penalty) equal to the premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the such Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the Notes Holders nor any delay or failure on the part of any holder Holder 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 or holders of the Notes Holders 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 holdersHolders' attorneys and financial advisors for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in clause paragraph (ia), (b) or (c) of paragraph 7(a) Section 7.1 has occurred happened and is continuing, any holder of a Note any Debenture may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (d) through (i), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) Section 7.1 has occurred happened and is continuing, continuing the holder or holders of more than 50% 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 clauses paragraph (iiij) or (ivk) of paragraph 7(a) Section 7.1 has occurred, then all outstanding Notes Debentures shall immediately become due and payable without presentment, demand or notice of any kind. Upon any Notes the Debentures becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable Debentures the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableDebentures. No course of dealing on the part of the holder or holders of the Notes any Debentureholder nor any delay or failure on the part of any holder Debentureholder 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 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 It is understood and agreed that time is of the essence of the Notes. If an Event of Default described shall have occurred and be continuing, the Agent shall, at the request of the Majority Holders, and may, with the consent of the Majority Holders, exercise any one or more of the following rights and remedies, and any other remedies provided in clause the Loan Documents, as Majority Holders in their sole discretion, may deem necessary or appropriate: (i) of paragraph 7(a) has occurred and is continuing, any holder of a Note may, by notice to the Company, declare the entire principal and all accrued and unpaid interest accrued on the outstanding Notes held by such holder to be, and the Notes held by such holder shall thereupon become, be forthwith due and payable, without any whereupon presentment, demand, protest protest, notice of default, notice of acceleration or of intent to accelerate or other notice of any kind, all of which are the Company hereby expressly waived. In addition waives, anything contained herein or in the Notes to the contrary notwithstanding, (ii) reduce any claim to judgment and/or (iii) without notice of default or demand, pursue and not in limitation enforce any of the foregoingHolders' rights and remedies under the Loan Documents, when or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default described specified in clauses (iSections 6.1(h), (ii), i) and (v), (vi), (viij) or (viii) of said paragraph 7(a) has occurred and is continuingshall occur, the holder or holders of more than 50% of the principal amount of Notes at the time outstanding may, by notice to the Company, declare the entire principal and all accrued and unpaid interest accrued on all Notes to be, and all the Notes shall thereupon become, forthwith become due and payablepayable concurrently therewith, without any further action by Agent or any Holder and without presentment, demand, protest protest, notice of default, notice of acceleration or intention to accelerate or other notice of any kind, kind all of which are the Company hereby expressly waived. When any Event of Default described in clauses (iii) or (iv) of paragraph 7(a) has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kindwaives. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the Agent on behalf of the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyNotes, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder any Agent or holders Holder of the Notes nor any delay or failure on the part of any holder Agent or Holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderAgent's or such Holder's rights, powers and remedies. The Company further agrees, to the extent permitted by law, to pay to the holder or holders Agent and to the Holders of the Notes all costs and expenses incurred by each of them in the collection of any Notes upon any default hereunder or thereon, including reasonable compensation to such holderAgent's or holdersHolder's or Holders' attorneys for all services rendered in connection therewith.

Acceleration of Maturities. When any Event of Default described in clause paragraph (ia), (b) or (c) of paragraph 7(a) has occurred §6.1has happened and is continuing, any holder of a any Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses paragraphs (id) through (g), inclusive, and paragraphs (iik) through (m), (v)inclusive, (vi), (vii) or (viii) of said paragraph 7(a) §6.1 has occurred happened and is continuing, the holder or holders of 25% or more than 50% 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 clauses paragraph (iiih), (i) or (ivj) of paragraph 7(a) §6.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) Section 6.1 has occurred happened and is continuingcontinuing with respect to any series of Notes, any holder of a any Note of such series may, by notice in writing to the CompanyCompany sent in the manner provided in Section 9.6, declare the entire principal and all interest accrued on the Notes held by such holder Note of such series to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses (i), (ii), (v), (vi), (vii) or (viii) of said paragraph 7(a) has occurred and is continuing, the holder or holders of more than 50% 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 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 clauses paragraphs (iiia) through (i), inclusive, or paragraphs (m) or (ivn), of said Section 6.1 has happened and is continuing, the holders of a majority of the aggregate principal amount outstanding of any series of Notes may, by notice in writing to the Company 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 (l) of paragraph 7(a) 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 the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the Notes shall so become due and payable. No course of dealing on the part of the holder or holders of the 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 clause paragraph (a) or (b) of Section 6.1 has happened and is continuing with respect to any Series, (i) any Holder of paragraph 7(asuch Series which, as a result of such Event of Default, has not received a payment due on the Notes held by it, may declare all Notes held by it to be, and all Notes of such Holder shall thereupon become, forthwith due and payable, and (ii) any Holder or Holders holding at least 33-1/3% of the principal amount of the Notes of such Series at any time outstanding may 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. When any Event of Default described in paragraphs (c) through (i), inclusive, of said Section 6.1 has occurred happened and is continuing, any holder Holder or Holders holding 33-1/3% or more of a Note the principal amount of Notes of any Series at the time outstanding may, by written notice to the Company, declare the entire principal and all interest accrued on the all Notes held by of such holder Series to be, and the all Notes held by of such holder 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. In addition to and not in limitation of the foregoing; provided, when any however, that if an Event of Default described in clauses paragraph (id) shall occur and results from the acceleration of an aggregate amount of Indebtedness which is less than $10,000,000 (the "Defaulted Indebtedness"), (ii), (v), (vi), (vii) the right of the Holders of any Series of Notes to accelerate the maturity of such Series pursuant to the foregoing provisions of this sentence may be exercised only by Holders holding 66-2/3% or (viii) of said paragraph 7(a) has occurred and is continuing, the holder or holders of more than 50% of the principal amount of the Notes of such Series at the time outstanding mayand if such right is so exercised with respect to such an Event of Default, by the Holders of such Series shall not initiate any collection actions until the expiration of the 15-day period (the "Cure Period") immediately following the date on which such Event of Default occurred; provided further, that if during the Cure Period (i) the Company shall either (A) pay the creditors of such Defaulted Indebtedness in full and terminate the underlying agreement, or (B) obtain a written waiver of the default which resulted in the acceleration of the Defaulted Indebtedness from the creditors, (ii) the Company shall furnish the Holders of such Series with written notice to and evidence of the Company, declare the entire principal and all interest accrued on all Notes to be's satisfaction of either requirement set forth in clause (i) above, and all (iii) no other Default or Event of Default shall be outstanding hereunder, the acceleration of the Notes of such Series shall thereupon become, forthwith due be deemed to be rescinded and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waivedannulled. When any Event of Default described in clauses paragraph (iiij) or (ivk) of paragraph 7(a) 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 Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders Holders of the Notes then due and payable such Notes, the entire principal and interest accrued on the such Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if anyMake-Whole Amount, determined as of the date on which the such Notes shall so become due and payable. No course of dealing on the part of the holder Holder or holders of the Notes Holders nor any delay or failure on the part of any holder Holder 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 of the Notes Holders 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 clause paragraph (ia), (b) or (c) of paragraph 7(a) (S)7.1 has occurred happened and is continuing, any holder of a any Note may, by notice in writing sent to the CompanyCompany in the manner provided in (S)10.6, declare the entire principal and all interest accrued on the Notes held by such holder Note to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses paragraphs (ia) through (k), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) (S)7.1 has occurred happened and is continuing, the holder or holders of 51% or more than 50% of the principal amount of the Notes at the time outstanding may, by notice in writing to the CompanyCompany in the manner provided in (S)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 clauses paragraph (iiil), (m) or (ivn) of paragraph 7(a) (S)7.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company will forthwith pay to the holders of the Notes then due and payable the entire principal and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as 5% of the date on which principal amount of the Notes shall so become due and payableoutstanding Notes. No course of dealing on the part of the holder or holders of the 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 clause (ia) or (b) of paragraph 7(a) Section 6.1 has occurred and is continuing, any holder of a any Note may, by notice in writing sent in the manner provided in Section 9.6 to the Company, Parent declare the entire principal of and all interest accrued on the Notes held by such holder Note to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when When any Event of Default described in clauses clause (ia), (iib), (vc), (vid), (viie), (f), (g), (h), (m), (n) or (viiio) of said paragraph 7(a) Section 6.1 has occurred and is continuing, the holder or holders of 51% or more than 50% of the principal amount of Notes (other than Notes held by any member of the Restricted Group or any Affiliate) of all Series, taken as a single class, at the time outstanding (the "MAJORITY NOTEHOLDERS") may, by notice to the CompanyParent, 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 clauses clause (iiii), (j), (k) or (ivl) of paragraph 7(a) 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 or all of the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Issuer will forthwith pay to the holders of the such Notes then due and payable the entire principal of and interest accrued on the such Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableMake-Whole Amount. No course of dealing on the part of the holder or holders of the 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 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 amounts payable under the Notes upon in connection with any default hereunder or thereonEvent of Default hereunder, including reasonable compensation to such holder's or 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 holders of Notes which have become due and payable pursuant to this Section 6.3.

Acceleration of Maturities. When any Event of Default described in clause paragraphs (ia) of paragraph 7(a) has occurred and is continuing, any holder of a Note may, by notice to the Company, declare the entire principal and all interest accrued on the Notes held by such holder to be, and the Notes held by such holder 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. In addition to and not in limitation of the foregoing, when any Event of Default described in clauses through (if), (ii)inclusive, (v), (vi), (vii) or (viii) of said paragraph 7(a) SS.4.1 has occurred happened and is continuing, the holder or holders of more than 50% Agent upon the direction of the principal amount of Notes at the time outstanding Required Lenders may, by notice in writing sent by registered or certified mail to the CompanyBorrower, declare the entire principal and all interest accrued on all of the Notes to be, and all principal of and interest on all outstanding 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 clauses paragraph (iiig) or (ivh) of paragraph 7(a) SS.4.1 has occurred, then all outstanding Notes shall immediately become due and payable without presentment, demand or notice of any kind, all of which are hereby expressly waived. Upon any the Notes becoming due and payable as a result of any Event of Default as aforesaid, the Company Borrower will forthwith pay to the holders Holders, subject to the provisions of the Notes then due and payable the entire SS.7, all principal of and interest accrued on the Notes and, to the extent 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 premium specified in paragraph 2(a) hereof, if any, determined as of the date on which the Notes shall so become due and payableNotes. No Neither any course of dealing on the part of the holder or holders of the Notes any Holder nor any delay or failure on the part of any holder Holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holderHolder's rights, powers and remedies. The Company Borrower further agrees, to the extent permitted by law, to pay to the holder Holder or holders of the Notes Holders 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.