Common use of Acceleration Right Clause in Contracts

Acceleration Right. (i) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower shall deliver written notice thereof via email and overnight courier (an “Event of Default Notice”) to the Lender. At any time after the earlier of the Lender’s and the Holders’ receipt of an Event of Default Notice and the Lender and any other Holders becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Holders may require the Borrower to redeem all or any portion of this Subordinated Note (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note that the Lender or any other Holders are requiring the Borrower to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii) and (iii), the Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Lender or any other Holders, be redeemed by the Borrower. The Subordinated Notes shall be redeemed by the Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus accrued and unpaid interest (the “Event of Default Redemption Price”).

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower Companies shall deliver written notice thereof via email email, facsimile and overnight courier (an “Event of Default Notice”) to the LenderAgent and the Holders. At any time after the earlier of the LenderAgent’s and the Holders’ receipt of an Event of Default Notice and the Lender Agent and any other the Holders becoming aware of an Event of Default which has not been cured or waivedDefault, the Lender or such other Required Holders may require the Borrower Companies to redeem all or any portion of this Subordinated Note the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the BorrowerCompanies, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note the Notes that the Lender or any other Required Holders are requiring the Borrower Companies to redeem; provided, that upon the occurrence of any default or Event of Default described in Section 10(a)(ii10.1(c) and (iiior Section 10.1(d), the Subordinated Notes, in whole, Notes shall automatically, and without any action on behalf of the Lender Agent or any other HoldersHolder, be redeemed by the BorrowerCompanies. The Subordinated All Notes subject to redemption by the Companies pursuant to this Section 10.2 shall be redeemed by the Borrower Companies at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus the Yield Maintenance Premium, plus accrued and unpaid interest Interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any default or Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Buyers or Holders, as applicable, to purchase additional Notes under this Agreement and make readvances with respect to Revolving Notes shall terminate.

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower Borrowers shall deliver written notice thereof via email email, facsimile and overnight courier (an “Event of Default Notice”) to the LenderAgent and the Holders. At any time after the earlier of the LenderAgent’s and the Holders’ receipt of an Event of Default Notice and the Lender Agent and any other the Holders becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Required Holders may require the Borrower Borrowers to redeem all or any portion of this Subordinated Note the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the BorrowerBorrowers, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note the Notes that the Lender or any other Required Holders are requiring the Borrower Borrowers to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii10.1(c) and (iiior Section 10.1(d), the Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Lender Agent or any other HoldersHolder, be redeemed by the BorrowerBorrowers. The Subordinated All Notes subject to redemption by the Borrowers pursuant to this Section 10.2 shall be redeemed by the Borrower Borrowers at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus the Yield Maintenance Premium, plus accrued and unpaid interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d), the agreement of the Lenders or Holders, as applicable, to purchase additional Notes and Shares under this Agreement shall irrevocably terminate.

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower Borrowers shall deliver written notice thereof via email email, facsimile and overnight courier (an “Event of Default Notice”) to the LenderAgent and the Holders. At any time after the earlier of the LenderAgent’s and the Holders’ receipt of an Event of Default Notice and the Lender Agent and any other the Holders becoming aware of an Event of Default which has not been cured or waivedDefault, the Lender or such other Required Holders may require the Borrower Borrowers to redeem all or any portion of this Subordinated Note the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the BorrowerBorrowers, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note the Notes that the Lender or any other Required Holders are requiring the Borrower Borrowers to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii10.1(c) and (iiior Section 10.1(d), the Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Lender Agent or any other HoldersHolder, be redeemed by the BorrowerBorrowers. The Subordinated All Notes subject to redemption by the Borrowers pursuant to this Section 10.2 shall be redeemed by the Borrower Borrowers at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus accrued and unpaid interest (including (i) the Make-Whole Interest, if applicable, (ii) if any Event of Default described in Section 10.1(c) or Section 10.2 shall occur prior to the one-year anniversary of the Closing Date, any interest that would accrue and be payable during the period from the date of such Event of Default through and including such one-year anniversary, and (iii) if any Event of Default described in Section 10.1(c) or Section 10.1(d) shall occur on or after the one-year anniversary of the Closing Date and prior to the Maturity Date, any interest that would accrue and be payable during the period from the date of such Event of Default through and including the Maturity Date) and accrued and unpaid Late Charges (the “Event of Default Redemption Price”).

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower shall deliver written notice thereof via email email, facsimile and overnight courier (an “Event of Default Notice”) to the LenderAgent and the Holders. At any time after the earlier of the LenderAgent’s and the Holders’ receipt of an Event of Default Notice and the Lender Agent and any other the Holders becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Required Holders may require the Borrower to redeem all or any portion of this Subordinated Note the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note the Notes that the Lender or any other Required Holders are requiring the Borrower to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii10.1(c) and (iiior Section 10.1(d), the Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Lender Agent or any other HoldersHolder, be redeemed by the Borrower. The Subordinated All Notes subject to redemption by the Borrower pursuant to this Section 10.2 shall be redeemed by the Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus accrued and unpaid interest and accrued and unpaid Late Charges, Yield Maintenance Premium and all other amounts due under the Transaction Documents (the “Event of Default Redemption Price”).

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower Borrowers shall deliver written notice thereof via email email, facsimile and overnight courier (an “Event of Default Notice”) to the LenderAgent and the Holders. At any time after the earlier of the LenderAgent’s and the Holders’ receipt of an Event of Default Notice and the Lender Agent and any other the Holders becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Required Holders may require the Borrower Borrowers to redeem all or any portion of this Subordinated Note the Notes (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the BorrowerBorrowers, which Event of Default Redemption Notice shall indicate the portion of this Subordinated Note the Notes that the Lender or any other Required Holders are requiring the Borrower Borrowers to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii10.1(c) and (iiior Section 10.1(d), the Subordinated Notes, in whole, shall automatically, and without any action on behalf of the Lender Agent or any other HoldersHolder, be redeemed by the BorrowerBorrowers. The Subordinated All Notes subject to redemption by the Borrowers pursuant to this Section 10.2 shall be redeemed by the Borrower Borrowers at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated Notes, plus the Yield Maintenance Premium, plus accrued and unpaid interest and accrued and unpaid Late Charges (the “Event of Default Redemption Price”); provided, however, if the applicable Event of Default is a Triggering Event, the price for redemption of the Notes shall be equal to the greater of (i) an amount equal to the sum of one hundred fifteen percent (115%) of the outstanding principal amount of the Notes, plus accrued and unpaid interest, plus accrued and unpaid Late Charges and (ii) an amount equal to the product of (A) the number of Conversion Shares into which the principal amount and all accrued and unpaid interest outstanding under the Notes may, without giving effect to any limitations set forth in Section 4 of the Notes, be converted as of the date of the Triggering Event pursuant to the terms of the Notes, multiplied by (B) the Weighted Average Price (as defined in the Notes) for one (1) share of Common Stock as of the date of the Triggering Event (the “Triggering Event Redemption Price”). Upon the delivery of an Event of Default Redemption Notice and upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d), any agreement of the Lenders or Holders, as applicable, to purchase additional Notes under this Agreement shall irrevocably terminate.

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower shall deliver written notice thereof via email and overnight courier (an “Event of Default Notice”) to the LenderLender and the Holders. At any time after the earlier of the Lender’s and the Holders’ receipt of an Event of Default Notice and the Lender and any other Holders becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Holders may require the Borrower to redeem all or any portion of this Subordinated the Unsecured Note (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the portion of this Subordinated the Unsecured Note that the Lender or any other Holders are requiring the Borrower Borrowers to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii9.1(c) and (iiior Section 9.1(d), the Subordinated Unsecured Notes, in whole, shall automatically, and without any action on behalf of the Lender or any other Holders, be redeemed by the Borrower. The Subordinated Notes Unsecured Note shall be redeemed by the Borrower at a price equal to one hundred five percent (105%) of the outstanding principal amount of the Subordinated NotesUnsecured Note, plus accrued and unpaid interest interest, if any, and all other amounts due under the Transaction Documents except for any amounts due pursuant to the Profit Share (the “Event of Default Redemption Price”). The Profit Share, which is “non-recourse” as described in Section 2.4, shall remain subject to the terms of this Agreement until full and final payment.

Acceleration Right. (ia) Promptly after having knowledge of the occurrence of an Event of Default, the Borrower shall deliver written notice thereof via email and overnight courier (an “Event of Default Notice”) to the LenderLender and any other Holder. At any time after the earlier of the Lender’s and the Holders’ or any other Holder’s receipt of an Event of Default Notice and the Lender and o any other Holders Holder becoming aware of an Event of Default which has not been cured or waived, the Lender or such other Holders Holder may require the Borrower to redeem all or any portion of this Subordinated the New Note together with such other amounts as shall then be due and owning thereunder (an “Event of Default Redemption”) by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Borrower, which Event of Default Redemption Notice shall indicate the portion of this Subordinated the New Note together with such other amounts as shall then be due and owning thereunder that the Lender or any other Holders Holder are requiring the Borrower to redeem; provided, that upon the occurrence of any Event of Default described in Section 10(a)(ii8.1(c) and (iiior Section 8.1(d), the Subordinated NotesNew Note, in whole, together with such other amounts as shall then be due and owning thereunder shall automatically, and without any action on behalf of the Lender or any other HoldersHolder, be redeemed by the Borrower. The Subordinated Notes New Note shall be redeemed by the Borrower at a price equal to one hundred five percent (105100%) of the outstanding principal amount of the Subordinated NotesNew Note, plus accrued and unpaid interest interest, if any, and all other amounts due under the Transaction Documents except for any amounts due pursuant to the Restructured Profit Share (the “Event of Default Redemption Price”). The Restructured Profit Share, which is “non-recourse” as described in Section 2.4, shall remain subject to the terms of this Agreement until full and final payment.