Common use of Acceleration of Maturity Clause in Contracts

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-2/3% of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if an Event of Default under clause (b), (c), or (d) of Section 8.1 with respect to the Company shall have occurred, the outstanding principal amount of all of the Notes, and all accrued and unpaid interest thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holder or holders of 66-2/3at least 50.1% of the outstanding in aggregate principal amount of outstanding Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, premium, if any, and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, premium, if any, and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided PROVIDED that if an Event of Default under clause (b), (c), or (d) of Section 8.1 with respect to the Company or any Subsidiary shall have occurred, the outstanding principal amount of all of the Notes, premium, if any, and all accrued and unpaid interest thereon, shall immediately become due and payablepayable in cash, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and providedPROVIDED, further, that if an Event of Default under clause (a) of of Section 8.1 shall have occurred and be continuing with respect to any Note, the Purchaser or an Affiliate of the Purchaser (but not any holder transferee thereof other than an Affiliate of the Purchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, declare the entire outstanding principal of such Notes so held by the Purchaser and its Affiliates, premium, if any, and all accrued and unpaid interest thereon, to be due and payable immediatelyimmediately in cash, and upon any such declaration the entire outstanding principal of such Notes Notes, premium, if any, and said accrued and unpaid interest shall become and be immediately due and payablepayable in cash, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-66 2/3% of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if -------- an Event of Default under clause (bc), (cd), or (de) of Section 8.1 with respect to the Company shall have occurred, the outstanding principal amount of all of the Notes, and all accrued and unpaid interest interest, if any, thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 -------- ------- shall have occurred and be continuing with respect to any Note, the Purchaser or Affiliate of the Purchaser (but not any holder transferee thereof other than an Affiliate of such Purchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 1,000,000 may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If When any Event of Default shall have occurred described in paragraphs (a) or (b) of Section 4.1 has happened and be is continuing, the holder of the Note (or, if more than one note has been issued in substitution or exchange for the Note, the holder or holders of 66-2/325% or more of the outstanding principal amount of Notes the notes at the time outstanding) may, by notice in writing sent by registered or certified mail to the Company, declare the entire outstanding principal balance of and all interest accrued on the NotesNote to be, and all accrued and unpaid interest thereonthe Note shall thereupon become, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest shall become and be immediately forthwith due and payable, without any presentment, demand, protest or other notice whatsoeverof any kind, all of which are hereby expressly waived, anything in and the Notes or in this Agreement Company shall forthwith pay to the contrary notwithstanding; provided that if an holder of the Note the entire principal amount thereof, and interest accrued thereon. When any Event of Default under clause (b), described in paragraphs (c), or (d) or (e) of Section 8.1 with respect to the Company shall have 4.1 has occurred, then the outstanding principal amount of all of the Notes, and all accrued and unpaid interest thereon, Note shall immediately become due and payable, without any declaration and payable without presentment, demand, protest demand or other notice whatsoever, all of which are hereby expressly waived, anything in any kind. Upon the Notes or this Agreement to the contrary notwithstanding; Note becoming due and provided, further, that if an payable as a result of any Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect as aforesaid, the Company will forthwith pay to any Note, any the holder of one the Note the entire principal and interest accrued on the Note. No course of dealing on the part of the Note holder nor any delay or more Notes in an aggregate outstanding principal amount failure on the part of at least $500,000 maythe Note holder to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, by notice powers and remedies. The Company further agrees, to the Companyextent permitted by law and whether any Event of Default is subsequently rescinded or annulled, declare to pay to the entire outstanding principal holder of such Notes the Note reasonable costs and all accrued and unpaid interest expenses incurred by it in the collection of the Note upon any default hereunder or thereon, including reasonable compensation to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, holder's attorneys for all of which are hereby expressly waived, anything services rendered in such Notes or in this Agreement to the contrary notwithstandingconnection therewith.

Acceleration of Maturity. If Upon (a) the occurrence of any Event of Default shall have occurred and be continuingdescribed in Subsection 10.01(g), 10.01(h), 10.01(i) or 10.01(j) with respect to the Company, the holders of 66-2/3% of the outstanding unpaid principal amount of and accrued interest on the Notes mayand the Loans shall automatically become immediately due and payable, together with all other amounts payable under this Agreement or any Security Document, and the obligation of each Bank to make Loans shall automatically terminate, without presentment, demand, protest or further notice (including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived by the Company and (b) the occurrence of any other Event of Default, the Agent shall at the request, and may with the consent, of the Majority Banks, by notice to the Company, (i) declare the entire outstanding principal balance obligation of each Bank to make Loans to be terminated whereupon the Notessame shall forthwith terminate, and all (ii) declare the unpaid principal amount of and accrued and unpaid interest thereonon the Notes and the Loans, together with all other amounts payable under this Agreement or any Security Document, to be forthwith due and payable immediatelypayable, whereupon the principal amount of and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest on the Notes and the Loans, and all such other amounts, shall become and be immediately forthwith due and payable, without presentment, demand, protest or other further notice whatsoever(including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived, anything in waived by the Notes or in this Agreement to Company. Upon the contrary notwithstanding; provided that if an occurrence of any such Event of Default under clause (b), (c), or (d) and the acceleration of Section 8.1 with respect to the Company shall have occurred, the outstanding unpaid principal amount of all of the Notes, and all accrued and unpaid interest thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in on the Notes or this Agreement to and the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, declare the entire outstanding principal of such Notes Loans and all accrued other amounts due hereunder and unpaid interest thereonunder the Security Documents, to be due and payable immediatelythe Agent shall at the request, and upon may with the consent, of the Majority Banks, proceed to protect and enforce the rights of the Creditors either by suit in equity or by action at law or both, whether for the specific performance of any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest covenant or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or agreement contained in this Agreement or in any Security Document or in aid of the exercise of any power granted in this Agreement or in any Security Document; or may proceed to enforce the contrary notwithstandingpayment of the indebtedness outstanding under the Notes, hereunder and under or secured by the Security Documents and interest thereon in the manner set forth therein; it being intended that no remedy conferred herein or in any other Security Document shall be exclusive but shall be in addition to every other remedy given hereunder and under the Security Documents or now or hereafter existing at law or in equity or by statute or otherwise.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-66 2/3% of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if an Event of Default under clause (bc), (cd), or (de) of Section 8.1 with respect to the Company shall have occurred, the outstanding principal amount of all of the Notes, and all accrued and unpaid interest interest, if any, thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, the Purchaser or Affiliate of the Purchaser (but not any holder transferee thereof other than an Affiliate of such Purchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 1,000,000 may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-2/3% a majority of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if an Event of Default under clause (bc), (cd), or (de) of Section 8.1 7.1 with respect to the Company shall have occurred, the outstanding principal amount of all of the Notes, and all accrued and unpaid interest thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) or (b) of Section 8.1 7.1 shall have occurred and be continuing with respect to any NoteNote held by a Purchaser or an Affiliate of the Purchaser (but not any transferee thereof other than an Affiliate of the Purchaser), any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, such Purchaser may by notice to the Company, declare the entire outstanding principal of all Notes so held by such Notes Purchaser and its Affiliates and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-2/3% of the outstanding not less than a majority in aggregate principal amount of Notes all of the Debentures or Senior Notes, respectively, then outstanding may, by notice to the Company, declare the entire outstanding principal balance of the Debentures or Senior Notes, respectively, and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Debentures and Senior Notes, respectively, and said all accrued and unpaid interest thereon shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes Debentures or Senior Notes, respectively, or in this Agreement to the contrary notwithstanding; , provided that that, if an Event of Default under clause (be), (c), f) or (dg) of Section 8.1 12.1 shall have occurred with respect to the Company shall have occurredor any Company Subsidiary, the entire outstanding principal amount of all of the Debentures and Senior Notes, and all accrued and unpaid interest thereon, shall become and be immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Debentures and Senior Notes or this Agreement to the contrary notwithstanding; and , provided, further, that if an Event of Default under clause (a) of Section 8.1 10.1 shall have occurred and be continuing with respect to any Debenture or Senior Note, any the holder of one such Debenture or more Notes in an aggregate outstanding principal amount of at least $500,000 Senior Note may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.by

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-66 2/3% of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided provided, that if an Event of Default under clause (bc), (cd), or (de) of Section 8.1 with respect to the Company shall have occurred, the outstanding principal amount of all of the Notes, and all accrued and unpaid interest interest, if any, thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of of Section 8.1 shall have occurred and be continuing with respect to any Note, any holder of the Purchasers or Affiliate of the Purchasers (but not any transferee thereof other than an Affiliate of such Purchasers) holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 1,000,000 may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding; provided, further that so long as any Senior Indebtedness shall be outstanding pursuant to the Revolving Credit Agreement or the administrative agent, the issuing bank or the lenders thereto have any further obligation to extend credit thereunder, if an Event of Default shall have occurred and be continuing (other than an Event of Default under clause (c), (d) or (e) of Section 8.1), any such acceleration shall not be effective until the first to occur of: (i) the day that is five (5) days after the date that such holder of Notes shall have given written notice (including notice by telegram, telex or facsimile) to the Administrative Agent under the Revolving Credit Facility, (ii) the acceleration of the maturity of the Revolving Credit Facility or the institution of a civil action to collect any Indebtedness in respect of the Revolving Credit Facility, (iii) the institution of any case or proceeding described in subsection 11.1(a) by or against the Company, and (iv) full and final payment in cash of all Senior Indebtedness.

Acceleration of Maturity. If Upon (a) the occurrence of any Event of Default shall have occurred and be continuingdescribed in Subsection 10.01(g), 10.01(h), 10.01(i) or 10.01(j) with respect to the Company, the holders of 66-2/3% of the outstanding unpaid principal amount of and accrued interest on the Notes mayand the Loans shall automatically become immediately due and payable, together with all other amounts payable under this Agreement or any Security Document, and the obligation of each Bank to make Loans and the capacity of NationsBank to issue Permitted Letters of Credit shall automatically terminate, without presentment, demand, protest or further notice (including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived by the Company and (b) the occurrence of any other Event of Default, the Agent shall at the request, and may with the consent, of the Majority Banks, by notice to the Company, (i) declare the entire outstanding principal balance obligation of each Bank to make Loans and the Notesability of NationsBank to issue Permitted Letters of Credit to be terminated whereupon the same shall forthwith terminate, and all (ii) declare the unpaid principal amount of and accrued and unpaid interest thereonon the Notes and the Loans, together with all other amounts payable under this Agreement or any Security Document, to be forthwith due and payable immediatelypayable, whereupon the principal amount of and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest on the Notes and the Loans, and all such other amounts, shall become and be immediately forthwith due and payable, without presentment, demand, protest or other further notice whatsoever(including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived, anything in waived by the Notes or in this Agreement to Company. Upon the contrary notwithstanding; provided that if an occurrence of any such Event of Default under clause (b), (c), or (d) and the acceleration of Section 8.1 with respect to the Company shall have occurred, the outstanding unpaid principal amount of all of the Notes, and all accrued and unpaid interest thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in on the Notes or this Agreement to and the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, declare the entire outstanding principal of such Notes Loans and all accrued other amounts due hereunder and unpaid interest thereonunder the Security Documents, to be due and payable immediatelythe Agent shall at the request, and upon may with the consent, of the Majority Banks, proceed to protect and enforce the rights of the Banks either by suit in equity or by action at law or both, whether for the specific performance of any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest covenant or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or agreement contained in this Agreement or in any Security Document or in aid of the exercise of any power granted in this Agreement or in any Security Document; or may proceed to enforce the contrary notwithstandingpayment of the indebtedness outstanding under the Notes, hereunder and under or secured by the Security Documents and interest thereon in the manner set forth therein; it being intended that no remedy conferred herein or in any other Security Document shall be exclusive but shall be in addition to every other remedy given hereunder and under the Security Documents or now or hereafter existing at law or in equity or by statute or otherwise.

Acceleration of Maturity. If Upon (a) the occurrence of any Event of Default shall have occurred and be continuingdescribed in Subsection 10.01(g), 10.01(h), 10.01(i) or 10.01(j) with respect to the Company, the holders of 66-2/3% of the outstanding unpaid principal amount of and accrued interest on the Notes mayand the Loans shall automatically become immediately due and payable, together with all other amounts payable under this Agreement or any Security Document, and the obligation of each Bank to make Loans and the ability of Issuing Bank to issue Permitted Letters of Credit shall automatically terminate, without presentment, demand, protest or further notice (including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived by the Company and (b) the occurrence of any other Event of Default, the Agent shall at the request, and may with the consent, of the Majority Banks, by notice to the Company, (i) declare the entire outstanding principal balance obligation of each Bank to make Loans and the Notesability of Issuing Bank to issue Permitted Letters of Credit to be terminated whereupon the same shall forthwith terminate, and all (ii) declare the unpaid principal amount of and accrued and unpaid interest thereonon the Notes and the Loans, together with all other amounts payable under this Agreement or any Security Document, to be forthwith due and payable immediatelypayable, whereupon the principal amount of and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest on the Notes and the Loans, and all such other amounts, shall become and be immediately forthwith due and payable, without presentment, demand, protest or other further notice whatsoever(including, without limitation, notice of acceleration and notice of intent to accelerate) of any kind, all of which are hereby expressly waived, anything in waived by the Notes or in this Agreement to Company. Upon the contrary notwithstanding; provided that if an occurrence of any such Event of Default under clause (b), (c), or (d) and the acceleration of Section 8.1 with respect to the Company shall have occurred, the outstanding unpaid principal amount of all of the Notes, and all accrued and unpaid interest thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in on the Notes or this Agreement to and the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect to any Note, any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to the Company, declare the entire outstanding principal of such Notes Loans and all accrued other amounts due hereunder and unpaid interest thereonunder the Security Documents, to be due and payable immediatelythe Agent shall at the request, and upon may with the consent, of the Majority Banks, proceed to protect and enforce the rights of the Creditors either by suit in equity or by action at law or both, whether for the specific performance of any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest covenant or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or agreement contained in this Agreement or in any Security Document or in aid of the exercise of any power granted in this Agreement or in any Security Document; or may proceed to enforce the contrary notwithstandingpayment of the indebtedness outstanding under the Notes, hereunder and under or secured by the Security Documents and interest thereon in the manner set forth therein; it being intended that no remedy conferred herein or in any other Security Document shall be exclusive but shall be in addition to every other remedy given hereunder and under the Security Documents or now or hereafter existing at law or in equity or by statute or otherwise.

Acceleration of Maturity. If any Event of Default shall have occurred ------------------------ and be continuing, the holders of sixty-six and two-thirds percent (66-2/3% %) of the outstanding principal amount of Notes may, by notice to the Company, declare the entire outstanding principal balance of the Notes, and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoeverwhatso ever, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if an Event of Default under clause (bc), (cd), or (de) of of Section 8.1 7.1 with respect to the Company shall have occurred, the outstanding principal princi pal amount of all of the Notes, and all accrued and unpaid interest interest, if any, thereon, shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if an Event of Default under clause (a) of Section 8.1 7.1 shall have occurred and be continuing with respect to any Note, the Purchaser or Affiliate of the Purchaser (but not any holder transferee thereof other than an Affiliate of such Purchaser) holding one or more Notes in an aggregate outstanding principal amount of at least $500,000 1,000,000 may, by notice to the Company, declare the entire outstanding principal of such Notes and all accrued and unpaid interest interest, if any, thereon, to be due and payable immediately, and upon any such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest interest, if any, shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstanding.

Acceleration of Maturity. If any Event of Default shall have occurred and be continuing, the holders of 66-2/3% of the outstanding principal amount of Notes Required Holders may, by notice to the Company, declare the entire outstanding unpaid principal balance amount of the Notes, and plus (x) all accrued and unpaid interest thereon, thereon and (y) the Make-Whole Amount determined in respect of such principal amount (to be due and payable immediately, and upon any such declaration the entire outstanding principal balance of the Notes, and said accrued and unpaid interest shall become and full extent permitted by applicable law) to be immediately due and payable, and upon such declaration all of such amount shall be immediately due and payable, in each and every case without presentment, demand, protest or other notice whatsoeverfurther notice, all of which are hereby expressly waived, anything in the Notes or in this Agreement to the contrary notwithstanding; provided that if an Event of Default under clause (bf), (cg), (h), (i) or (dj) of Section 8.1 with respect to the Company 7.1 shall have occurred, the outstanding entire unpaid principal amount of all of the Notes, and plus (x) all accrued and unpaid interest thereonthereon and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall immediately become due and payable, without any declaration and without presentment, demand, protest or other notice whatsoeverfurther notice, all of which are hereby expressly waived, anything in the Notes or this Agreement to the contrary notwithstanding; and provided, further, that if the Company acknowledges, and the parties hereto agree, that each Holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default under clause (a) of Section 8.1 shall have occurred and be continuing with respect Default, is intended to any Note, any holder of one or more Notes in an aggregate outstanding principal amount of at least $500,000 may, by notice to provide compensation for the Company, declare the entire outstanding principal deprivation of such Notes and all accrued and unpaid interest thereon, to be due and payable immediately, and upon any right under such declaration the entire outstanding principal of such Notes and said accrued and unpaid interest shall become and be immediately due and payable, without presentment, demand, protest or other notice whatsoever, all of which are hereby expressly waived, anything in such Notes or in this Agreement to the contrary notwithstandingcircumstances.