Common use of Default; Acceleration Clause in Contracts

Default; Acceleration. It shall be a default ("DEFAULT") under this Note in the event that: (a) any principal, interest or other amount of money due under this Note is not paid in full within ten (10) days after the same is due, regardless of how such amount may have become due; or (b) there shall occur any Event of Default (as such term is defined in the Loan Agreement). Upon the occurrence of a Default, the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentation, demand, protest or notice of any kind, which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costs.

Default; Acceleration. It If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be a default ("DEFAULT") under this Note in the event that: voluntary or involuntary or come about or be effected by operation of law or otherwise): (a) Borrowers, (i) fail to pay any principalinstallment of principal of any Note when due, whether at stated maturity, by acceleration, by virtue of a required prepayment, or otherwise, (ii) fail to pay any interest on any of the Notes within five (5) days of the date when due, or (iii) fail to pay any other amount of money due under this Note is not paid in full Agreement on the date within ten (10) days after notice of such failure to pay is sent to the same Borrowers; (b) (i) Borrowers default in any payment of principal of, or interest on, any other obligation for money borrowed or credit received or in respect of any Capitalized Leases, other than those obligations set forth on Schedule 10.1(b)(i), that in any case or in the aggregate is dueoutstanding in an amount of $150,000, regardless or more, beyond any period of how grace provided with respect thereto, or (ii) any Borrower defaults in the performance or observance of any other agreement, term, or condition contained in any agreement under which any such amount may have obligation of the type described in clause (i) above is created (or if any other event of default thereunder or under any such agreement shall occur and be continuing) and, as a result thereof, the holder of such Indebtedness has caused such Indebtedness to become duedue prior to its stated maturity, unless and to the extent any thereof are being actively contested in good faith and by appropriate proceedings, and Borrowers maintains reasonable reserves on their books therefor; or (bc) there any representation or warranty made to any Purchaser by or on behalf of any Borrower in this Agreement or in any writing or instrument furnished in compliance with this Agreement or otherwise furnished in connection with the transactions contemplated by this Agreement shall occur be false or misleading when made or deemed made, in any material respect; (d) any Borrower defaults in the performance or observance of any agreement contained in Section 8.1(f)(i), Section 8.2, or Section 9 unless such Default or failure of performance (i) was not caused by intentional action by or on behalf of such borrower, (ii) has not occurred on another occasion within 90 days before such Default or failure of performance, (iii) is capable of being timely cured, (iv) does not have a Material Adverse Effect, and (v) is cured within 10 days of the date Borrower knew of such Default, or is cured within 10 days after Administrative Borrower received notice of such Default (regardless of the source of such notice); (e)(i) any Borrower defaults in the performance or observance of Section 8.1(g) and any such default shall not have been remedied within 30 days after the date on which notice thereof (whether written, telephonic, or otherwise) was received by Administrative Borrower (regardless of the source of such notice), or (ii) any Borrower defaults in the performance or observance of any agreement, term, or condition contained in this Agreement (other than one described in clause (d), (c), or (e)(i) above) and any such default shall not have been remedied within 30 days after the earlier of (y) the date on which written notice thereof was received by Administrative Borrower (regardless of the source of such notice), or (z) actual knowledge thereof by such Borrower; (f) any Borrower (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily liquidates, dissolves, or ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; (iv) makes an assignment for the benefit of creditors; or (v) takes any affirmative action to effectuate or authorize any of the foregoing (other than the discussion of the advisability or inadvisability of authorizing the foregoing); (g) (i) any involuntary Insolvency Proceeding is commenced or filed against any Borrower, or any writ, judgment, warrant of attachment, execution, or similar process, is issued or levied against a substantial part of any Borrower's Assets and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution, or similar process shall not be released, vacated, or fully bonded within 60 days after commencement, filing, or levy; (ii) any Borrower admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non- U.S. law) is ordered in any Insolvency Proceeding; (iii) any Borrower acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Assets or business; (iv) any Borrower shall have an order for relief entered with respect to it or shall consent to the entry of an order for relief in an involuntary case commenced under any Bankruptcy Law, or shall consent to the conversion of an involuntary case to a voluntary case under any such law; or (v) any Borrower shall consent to the appointment of or taking possession by a receiver, trustee, or other custodian for all or a substantial part of its or their Assets; or (h) any money judgment, writ, or warrant of attachment, or similar process involving an amount in excess of $250,000 in any individual case or in excess of $350,000 in the aggregate (exclusive of any portion which is covered by insurance and with respect to which the insurer has not disputed coverage) shall be entered or filed against any Borrower, or any of its Assets and shall remain undischarged, unvacated, unbonded, or unstayed for a period of 30 days or in any event later than 5 days prior to the date of any proposed sale thereunder; then, and in any such case (x) upon the occurrence of any Event of Default described in subsection (as such term is defined in the Loan Agreement). Upon the occurrence f) or (g) of a Defaultthis Section 10.1, the holder hereof shall have the right to declare the unpaid principal balance amount of and accrued but unpaid interest on this Note the Notes automatically shall become due and payable, and (y) upon the occurrence and during the continuance of any other Event of Default under Section 10.1, the Purchaser, may, at once its option and in addition to any right, power, or remedy permitted by law or in equity, by 5 days prior written notice to Administrative Borrower, declare all of the Notes to be, and all of such Notes shall thereupon be and become, forthwith due and payable (and upon such accelerationtogether with interest accrued thereon, the same shall be at once due and payable without presentationpresentment, demand, protest protest, or other notice of any kind, all of which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costsBorrowers.

Default; Acceleration. It shall be a default ("DEFAULTDefault") under this Note in and each of the event that: other Loan Documents if (a) any principal, interest or other amount of money due under this Note is not paid in full within ten (10) days after the same is when due, regardless of how such amount may have become due; or (bc) there shall occur any default or Event of Default (as such term is defined in under the Mortgage or any other Loan Agreement)Document. Upon the occurrence of a Default, the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentation, demand, protest or notice of any kind, which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Default Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTSRights") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( (i) constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costs.

Default; Acceleration. It If any one or more of the following events shall occur (hereinafter called an "Event of Default"), namely: (i) default shall be made in the payment of any installment hereunder, when due which is not cured within any applicable cure period; or (ii) Maker shall become insolvent, or shall be unable to pay its debts as they mature; or shall admit in writing its inability to pay its debts as they mature; or shall make an assignment for the benefit of its creditors; or shall file or commence or have filed or commenced against it any proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; or (iii) there shall be a default ("DEFAULT") under this Note material adverse change in the financial condition of Maker as compared to its financial condition as of the date hereof or (iv) an event that: (a) any principal, interest of default shall exist under the Security Agreement or other amount of money due under this Note the Membership Interest Agreement which is not paid in full cured within ten (10) days after the same is due, regardless of how such amount may have become dueany applicable cure period; or (bv) there shall occur any is an Event of Default (as such term is defined under that certain Amended and Restated Promissory Note between Maker and Holder dated of even date herewith in the Loan Agreement). Upon principal amount of $933,000 (vi) Maker shall fail to comply with any other provision of this Note; or (vii) any representation or warranty made herein or in the occurrence Security Agreement shall be false in any material respect; or and with respect to each of a Defaultthe foregoing, in the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such accelerationcase of any monetary obligation, the same shall not be paid within five (5) days of written notice of such failure by Holder to Maker, and in the case of any non-monetary obligation which is curable, the same shall not be cured within twenty (20) days of written notice of such failure by Holder to Maker (provided that if a cure period is provided in the Security Agreement or Membership Interest Agreement, such cure period shall control with respect to defaults under such agreement, and the cure period provided herein shall not apply with respect thereto), THEN, upon the occurrence of any such Event of Default, or upon the expiration of the term of this Note, Holder at once due its election, and payable without presentationpresentment, demand, protest or notice of any kind, all of which are all hereby expressly waived by Maker, may declare the entire outstanding balance of principal and this Note shall thereafter bear interest at the Past Due Rate)thereon immediately due and payable, to foreclose any liens and security interests securing payment hereof and to exercise any together with all costs of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Rightcollection, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costsor may exercise upon or enforce its rights to its collateral, as may be set forth in the Security Agreement or otherwise.