Common use of EVENTS OF ACCELERATION Clause in Contracts

EVENTS OF ACCELERATION. If any one or more of the following events (each, an "EVENT OF ACCELERATION") shall occur and be continuing with respect to a Loan Pool, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender (except that in the case of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, notice of nonpayment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower, and the Lender may exercise any of the remedies specified in this Agreement: (a) The Collected Funds and the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (iii). (b) Failure to perform or observe any of the covenants contained in Sections 7.5, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure shall continue for thirty (30) days after the earlier of the Borrower's having notice thereof or the occurrence of such event; (c) Any of the eRoom Parties shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of sixty (60) days or more; or any order for relief shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (d) Any of the eRoom Parties shall generally not pay their debts as such debts become due or shall admit in writing their inability to pay their debts as such debts become due; (e) Any of the eRoom Parties shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; (f) Any Lien of the Lender against the Pledged Assets with respect to such Loan Pool shall at any time fail to be a valid, first-priority perfected Lien, subject to no prior or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any of the eRoom Parties or any of the eRoom Parties shall so state in writing.

EVENTS OF ACCELERATION. If any one or more of the The following events items (each, an "EVENT OF ACCELERATION"a)-(i) shall occur and be continuing with respect to a Loan Poolconstitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Event, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender (except that in Company or Borrower, as the case may be, shall notify the other of the occurrence of any Event the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, the notice of nonpaymentthe Acceleration Event, protest or further notice or demand of any kindif the event that caused the Acceleration Event to occur has not been cured, all of which are expressly waived by the Borrower, entire unpaid principal sum and the Lender may exercise any of the remedies specified in accrued interest under this Agreement:Note shall become immediately due and payable. (a) The Collected Funds and date when the amounts to be withdrawn from Borrowers disposes of any or all of the Loss Reserve Account and shares of the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) Company's common stock acquired by him with the proceeds of this Agreement on Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Disbursement Date for Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (iii)subsequent disposition by Borrower. (b) Failure to perform or observe any of the covenants contained in Sections 7.5, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure shall continue for thirty (30) days after the earlier of The date when the Borrower's having notice thereof employment with the Company, or any successor thereof, terminates for any reason; provided that the occurrence of principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such eventShares; (c) Any The failure of the eRoom Parties shall make an Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; (f) The execution by the Borrower of a general assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of sixty (60) days or more; or any order for relief shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (dg) Any The insolvency of the eRoom Parties shall generally not Borrower or the Borrower's failure to pay their his or her debts as such debts become due or shall admit in writing their inability to pay their debts as such debts they become due; (eh) Any attachment or like levy on any property of the eRoom Parties shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, lawBorrower; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof;or (fi) Any Lien The occurrence of an event of default under the Lender against the Pledged Assets with respect to such Loan Pool shall at any time fail to be a valid, first-priority perfected Lien, subject to no prior or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any of the eRoom Parties or any of the eRoom Parties shall so state in writingStock Pledge Agreement securing this Note.

EVENTS OF ACCELERATION. If any one or more of the following events (each, each an "EVENT OF ACCELERATIONEvent of Acceleration") shall occur and be continuing with respect occur: (i) the Organization fails to a Loan Pool, pay any amount due under this Agreement when the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become same becomes due and payable upon written payable, and such failure continues for thirty days after notice to that effect given to the Borrower thereof by the Lender to the Organization; (except that ii) any material representation or warranty made by the Organization in this Agreement proves to have been inaccurate in any material respect at the case time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, notice of nonpayment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower, and the Lender may exercise any business of the remedies specified in this Agreement: (a) The Collected Funds Organization or relating to the maintenance and reporting of the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified Organization's financial position, including those covenants set forth in Section 2.8(c)(i) - (iii). (b) Failure to perform or observe any of the covenants contained in Sections 7.55 hereof, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure shall continue for thirty (30) days after the earlier of the Borrower's having notice thereof or the occurrence of such event; (c) Any of the eRoom Parties shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed unremedied for a period of sixty (60) 30 days or moreafter notice thereof from the Lender to the Organization; or then, and in every such event, and at any order for relief time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full as of the last business day of the calendar month which is six months after the date such notice is received by the Organization and the Examining Authority, whereupon the entire such amount shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (d) Any of the eRoom Parties shall generally not pay their debts as such debts and become due or and payable on such date; and provided that, in accordance with the Rules under the Act, the Lender shall admit in writing their inability to pay their debts as such debts become due; (e) Any of the eRoom Parties shall have concealed, removed, or not be permitted to be concealed or removed, any part exercise its rights and remedies pursuant to this Section 7 by delivery of its property, with intent such notice prior to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; that is six months after the Effective Date (f) Any Lien as defined in Section 18 hereof). No course of dealing and no delay on the part of the Lender against in exercising any right, power or remedy will operate as a waiver thereof or otherwise prejudice the Pledged Assets with respect Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of any other right, power or remedy referred to such Loan Pool shall herein or now or hereafter available at any time fail to be a validlaw, first-priority perfected Lienin equity, subject to no prior by statute or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any of the eRoom Parties or any of the eRoom Parties shall so state in writingotherwise.

EVENTS OF ACCELERATION. If (a) Upon the occurrence of any one or more of the following events (each, an "EVENT OF ACCELERATIONEvents of Acceleration"): (i) shall occur the failure to pay the principal of and be continuing interest under this Note when due if such failure is not remedied within ten (10) days after written notice thereof to the Borrower from the holder of this Note; (ii) the Borrower is terminated by the Company for Cause (as defined in the Employment Agreement) pursuant to Section 4 (a) of the Employment Agreement; (iii) the Borrower terminates his employment with respect the Company (other than pursuant to a Loan Pool, Section 4 (e) of the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunderEmployment Agreement) and the Loan Pool Accelerated Amount related Borrower is no longer a director of the Company; or (iv) the Borrower sells or otherwise disposes for value any of the Shares, unless the Borrower uses the proceeds from such sale or other disposition (net of brokers' commissions) to each such Loan Pool immediately prepay in whole or in part the principal amount of this Note outstanding and any accrued and unpaid interest on the portion prepaid; the holder of this Note may declare, by notice of acceleration given to the Borrower, the entire principal amount of this Note to be forthwith due and payable, whereupon the entire principal amount of this Note outstanding and any accrued and unpaid interest hereunder shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender (except that in the case of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required)without presentment, without presentment or demand for paymentdemand, protest, notice of nonpayment, protest or further notice or demand dishonor and all other demands and notices of any kind, all of which are hereby expressly waived waived. Upon the occurrence of an Event of Acceleration, the accrued and unpaid interest hereunder shall thereafter bear the same rate of interest as on the principal hereunder, but in no event shall such interest be charged which would violate any applicable usury law. If an Event of Acceleration shall occur hereunder, the Borrower shall pay costs of collection, including reasonable attorneys' fees, incurred by the Borrower, and holder in the Lender may exercise any of the remedies specified in this Agreement: (a) The Collected Funds and the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (iii)enforcement hereof. (b) Failure to perform No delay or observe failure by the holder of this Note in the exercise of any right or remedy shall constitute a waiver thereof, and no single or partial exercise by the holder hereof of the covenants contained in Sections 7.5, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 any right or 8.5 hereof and such failure remedy shall continue for thirty (30) days after the earlier of the Borrower's having notice preclude other or future exercises thereof or the occurrence of such event; (c) Any of the eRoom Parties shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute exercise of any jurisdiction, whether now other right or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of sixty (60) days or more; or any order for relief shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (d) Any of the eRoom Parties shall generally not pay their debts as such debts become due or shall admit in writing their inability to pay their debts as such debts become due; (e) Any of the eRoom Parties shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; (f) Any Lien of the Lender against the Pledged Assets with respect to such Loan Pool shall at any time fail to be a valid, first-priority perfected Lien, subject to no prior or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any of the eRoom Parties or any of the eRoom Parties shall so state in writingremedy.

EVENTS OF ACCELERATION. 8.1 If any one or more of the following events (each, an "EVENT OF ACCELERATION") shall occur and be continuing with respect to a Loan Pool, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender (except that in the case of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, notice of nonpayment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower, and the Lender may exercise any of the remedies specified in this Article shall have happened and be continuing, then the Bank, by notice to the Recipient, may exercise its rights under this Agreement, including those provided under Sections 11.1(b) and 11.4(e) without any further notice: (a) The Collected Funds default shall have occurred in the performance of any obligation of the Recipient under this Agreement and the amounts to be withdrawn any such default shall have continued for a period of 30 (Thirty) days from the Loss Reserve Account and date of the Residual Profits Collection Account for each Loan Pool pursuant notification of such default to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (iii).Recipient; (b) Failure any representation or warranty confirmed or made by the Recipient in connection with the execution and delivery of this Agreement shall be found to perform or observe have been incorrect in any of the covenants contained in Sections 7.5, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof material respect and such failure shall continue to be incorrect for thirty a period of 30 (30Thirty) days after the earlier of the Borrower's having notice thereof or shall have been given to the occurrence of such eventRecipient by the Bank; (c) Any any obligation or purported obligation of the eRoom Parties shall make an assignment for Recipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effectBank; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of sixty (60) days or more; or any order for relief shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more;and (d) Any the Recipient shall have become unable to pay its debts as they fall due, and any obligation or purported obligations of the eRoom Parties shall generally Recipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not pay their debts as such debts always known to the Bank. 8.2 If any Event of Acceleration or any event which, with lapse of time or notice and lapse of time, would become due or shall admit in writing their inability to pay their debts as such debts become due; (e) Any an Event of the eRoom Parties Acceleration shall have concealedhappened, removedthe Recipient shall immediately give the Bank notice thereof by telex or facsimile, specifying the nature of such Event of Acceleration or such event and any steps the Recipient is taking to remedy the same. 8.3 No course of dealing and no delay in exercising, or permitted omission to be concealed or removedexercise, any part of its propertyright, with intent power or remedy accruing to hinder, delay or defraud its creditors the Bank upon any default under this Agreement or any of them other agreement shall impair any such right, power or made remedy or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; (f) Any Lien of the Lender against the Pledged Assets with respect to such Loan Pool shall at any time fail construed to be a valid, first-priority perfected Lien, subject to no prior waiver thereof or equal Lien other than a Permitted Lien; (g) Any an acquiescence therein; nor shall the action of the Operative Documents relating to Bank in respect of any such Loan Pool shall for default, or any reason cease to be valid and binding on acquiescence by it therein, affect or impair any right, power or remedy of the eRoom Parties or Bank in respect of any of the eRoom Parties shall so state in writingother default.

EVENTS OF ACCELERATION. If any The entire unpaid principal balance of ---------------------- this Note, together with all accrued and unpaid interest, shall become immediately due and payable prior to the specified due date of this Note upon the occurrence of one or more of the following events (eachevents: a. the failure to make any payment of principal, an "EVENT OF ACCELERATION") shall occur and be continuing with respect to a Loan Pool, interest or any other amount payable hereunder when due under this Note or the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved breach of any other condition, obligation or covenant under this Note; b. the breach of its rights hereunder) any representation or covenant under the Deed of Trust (as defined below); c. the filing of a petition by or against the Maker under any provision of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar law relating to bankruptcy, insolvency or other relief for debtors and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender (except that in the case of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, notice of nonpayment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower, and the Lender may exercise any of the remedies specified in this Agreement: (a) The Collected Funds and the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (iii). (b) Failure to perform or observe any of the covenants contained in Sections 7.5, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure shall continue for thirty (30) days after the earlier of the Borrower's having notice thereof or the occurrence continuation of such event; (c) Any of the eRoom Parties shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed without dismissal for a period of sixty thirty (6030) days or more; or appointment of a receiver, trustee, custodian or liquidator of or for all or any order part of the assets or property of the Maker; or the insolvency of the Maker; or the making of a general assignment for relief the benefit of creditors by the Maker; d. The Maker's death or incapacity; e. any of the documents relating to the Collateral after delivery thereof shall for any reason be entered revoked or invalidated, or otherwise cease to be in full force and effect, or the Maker or any other person shall contest in any such proceedingmanner the validity or enforceability thereof, or the Maker or any other person shall deny that it has any further liability or obligation thereunder; or any of the eRoom Parties documents relating to the Collateral for any reason, except to the extent permitted by any act or omission the terms thereof, shall indicate its consent to, approval of or `acquiescence cease to create a valid and perfected first priority lien in any such petition, application or proceeding or of the appointment of a custodian, receiver or any trustee for it or any substantial part Collateral purported to be covered thereby; f. the incurrence by the Maker of any of its properties, or shall suffer any custodianship, receivership or trusteeship other indebtedness secured by the Collateral which has not been consented to continue undischarged for a period of sixty (60) days or moreby the Corporation; (d) Any g. the expiration of the eRoom Parties shall generally not pay their debts as such debts become due or shall admit in writing their inability to pay their debts as such debts become due; two (e) Any of the eRoom Parties shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from 2)-month period following the date thereof; (f) Any Lien of the Lender against the Pledged Assets with respect to such Loan Pool shall at any time fail to be a valid, first-priority perfected Lien, subject to no prior or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall Maker ceases for any reason cease to be valid and binding on any remain in the Corporation's employ; h. an acquisition of the eRoom Parties Corporation (whether by merger or acquisition of all or substantially all of the Corporation's assets or outstanding voting stock) for consideration payable in cash or freely-tradable securities; provided, however, that if the Pooling of Interest Method, as described in Accounting Principles Board Opinion No. 16, is used to account for the acquisition for financial reporting purposes, acceleration shall not occur prior to the end of the sixty (60)-day period immediately following the end of the applicable restriction period required under Accounting Series Release Numbers 130 and 135; or i. the occurrence of any event of default under the Deed of Trust securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.

EVENTS OF ACCELERATION. If any one or more of the following events (each, each an "EVENT OF ACCELERATIONEvent of Acceleration") shall occur and be continuing with respect occur: (i) the Organization fails to a Loan Pool, pay any amount due under this Agreement when the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) and the Loan Pool Accelerated Amount related to each such Loan Pool shall immediately become same becomes due and payable upon written payable, and such failure continues for thirty days after notice to that effect given to the Borrower thereof by the Lender to the Organization; (except that ii) any material representation or warranty made by the Organization in this Agreement proves to have been inaccurate in any material respect at the case time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the occurrence of any Event of Acceleration described in paragraphs (c) - (e) of this Section 10.3 no such notice shall be required), without presentment or demand for payment, notice of nonpayment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower, and the Lender may exercise any business of the remedies specified in this Agreement: (a) The Collected Funds Organization or relating to the maintenance and reporting of the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified Organization's financial position, including those covenants set forth in Section 2.8(c)(i) - (iii). (b) Failure to perform or observe any of the covenants contained in Sections 7.55 hereof, 7.6, 7.11, 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure shall continue for thirty (30) days after the earlier of the Borrower's having notice thereof or the occurrence of such event; (c) Any of the eRoom Parties shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed unremedied for a period of sixty (60) 30 days or moreafter notice thereof from the Lender to the Organization; or then, and in every such event, and at any order for relief time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full as of the last business day of the calendar month which is six months after the date such notice is received by the Organization and the Examining Authority, whereupon the entire such amount shall be entered in any such proceeding; or any of the eRoom Parties by any act or omission shall indicate its consent to, approval of or `acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (d) Any of the eRoom Parties shall generally not pay their debts as such debts and become due or and payable on such date; and PROVIDED that, in accordance with the Rules under the Act, the Lender shall admit in writing their inability to pay their debts as such debts become due; (e) Any of the eRoom Parties shall have concealed, removed, or not be permitted to be concealed or removed, any part exercise its rights and remedies pursuant to this Section 7 by delivery of its property, with intent such notice prior to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar, law; or shall have made any fraudulent transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its property through legal proceedings or distraint which is not vacated within thirty (30) days from the date thereof; that is six months after the Effective Date (f) Any Lien as defined in Section 18 hereof). No course of dealing and no delay on the part of the Lender against in exercising any right, power or remedy will operate as a waiver thereof or otherwise prejudice the Pledged Assets with respect Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of any other right, power or remedy referred to such Loan Pool shall herein or now or hereafter available at any time fail to be a validlaw, first-priority perfected Lienin equity, subject to no prior by statute or equal Lien other than a Permitted Lien; (g) Any of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any of the eRoom Parties or any of the eRoom Parties shall so state in writingotherwise.