Common use of EVENTS OF ACCELERATION Clause in Contracts

EVENTS OF ACCELERATION. The following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this 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 Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the 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 Shares; (c) The failure of the 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; (g) The insolvency of the Borrower or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Note.

EVENTS OF ACCELERATION. The If any one or more of the following items events (a)-(ieach, an "EVENT OF ACCELERATION") shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Eventoccur and be continuing with respect to a Loan Pool, the Company or Borrower, as 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 may be, shall notify the other of the occurrence of the any Event of Acceleration Event. Ten described in paragraphs (10c) days after receipt - (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 or Borrower, and the Company, as the case Lender may be, exercise any of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under remedies specified in this Note shall become immediately due and payable.Agreement: (a) The date when Collected Funds and the Borrowers disposes of any or all of amounts to be withdrawn from the shares of Loss Reserve Account and the Company's common stock acquired by him with the proceeds Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Note and represented by Certificate Number _________ Agreement on any Disbursement Date for such Loan Pool shall be insufficient to pay the amounts specified in Section 2.8(c)(i) - (the "Shares"iii), 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 Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when 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 employment with having notice thereof or the Company, or any successor thereof, terminates for any reason; provided that the 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 occurrence of such Sharesevent; (c) The failure Any of the 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 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) The insolvency Any of the Borrower or the Borrower's failure Operative Documents relating to pay his or her debts as they become due; (h) Any attachment or like levy such Loan Pool shall for any reason cease to be valid and binding on any property of the Borrower; or (i) The occurrence eRoom Parties or any of an event of default under the Stock Pledge Agreement securing this NoteeRoom Parties shall so state in writing.

EVENTS OF ACCELERATION. The (a) Upon the occurrence of any of the following items events (a)-(i"Events of Acceleration"): (i) shall constitute "Acceleration Events" the failure to pay the principal of and 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 the Company (other than pursuant to Section 4 (e) of the Employment Agreement) and the 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 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 become due and payable without presentment, demand, protest, notice of dishonor and all other demands and notices of any kind, all of which are hereby expressly waived. Upon the occurrence of an Acceleration EventEvent of Acceleration, the Company or Borroweraccrued and unpaid interest hereunder shall thereafter bear the same rate of interest as on the principal hereunder, as 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 case may beBorrower shall pay costs of collection, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt including reasonable attorneys' fees, incurred by the Borrower or holder in the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this 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 Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrowerenforcement hereof. (b) The date when No delay or failure by the Borrower's employment with holder of this Note in the Company, exercise of any right or any successor remedy shall constitute a waiver thereof, terminates for and no single or partial exercise by the holder hereof of any reason; provided that right or remedy shall preclude other or future exercises thereof or the 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 Shares; (c) The failure exercise of the 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 right 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; (g) The insolvency of the Borrower or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteremedy.

EVENTS OF ACCELERATION. The If any of the following items events (a)-(ieach an "Event of Acceleration") shall constitute "Acceleration Events" occur: (i) the Organization fails to pay any amount due under this Note. Upon Agreement when the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately same becomes due and payable., and such failure continues for thirty days after notice thereof by the Lender to the Organization; (aii) The date when any material representation or warranty made by the Borrowers disposes of Organization in this Agreement proves to have been inaccurate in any or all material respect at the time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the shares business of the CompanyOrganization or relating to the maintenance and reporting of the Organization's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares")financial position, including (without limitation) those covenants set forth in Section 5 hereof, and such failure shall continue unremedied for a sale period of 30 days after notice thereof from the Lender to the Organization; then, and in every such event, and at any 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 Shares to the Company; provided, however, that the principal amount and interest last business day of the Note representing proceeds used calendar month which is six months after the date such notice is received by Borrower to purchase any Shares which have not been disposedthe Organization and the Examining Authority, whereupon the entire such amount shall not be and become due and payable on such date; and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment PROVIDED that, in accordance with the CompanyRules under the Act, or any successor thereof, terminates for any reason; provided that the principal Lender shall not be permitted to exercise its rights and interest attributable remedies pursuant to unvested Shares shall become due and payable under this Paragraph (b) only Section 7 by delivery of such notice prior to the extent date that is six months after the Company exercises its right to repurchase such Shares; Effective Date (c) The failure as defined in Section 18 hereof). No course of dealing and no delay on the 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 Lender in exercising any right, power or property remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of the Borrower; (f) The execution any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower statute or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteotherwise.

EVENTS OF ACCELERATION. The following items (a)-(i) 8.1 If one of the events specified in this Article shall constitute "Acceleration Events" have happened and be continuing, then the Bank, by notice to the Recipient, may exercise its rights under this Note. Upon the occurrence of an Acceleration EventAgreement, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10including those provided under Sections 11.1(b) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable.11.4(e) without any further notice: (a) The date when default shall have occurred in the Borrowers disposes performance of any or all obligation of the shares Recipient under this Agreement and any such default shall have continued for a period of 30 (Thirty) days from the date of the Company's common stock acquired by him with the proceeds notification of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares such default to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower.Recipient; (b) The date when any representation or warranty confirmed or made by the Borrower's employment Recipient in connection with the Company, or execution and delivery of this Agreement shall be found to have been incorrect in any successor thereof, terminates material respect and shall continue to be incorrect for any reason; provided that the principal and interest attributable to unvested Shares a period of 30 (Thirty) days after notice thereof shall become due and payable under this Paragraph (b) only have been given to the extent that Recipient by the Company exercises its right to repurchase such SharesBank; (c) The failure any obligation or purported obligation of the Borrower Recipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to pay when due the principal balance and accrued interest under this Note;Bank; and (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; (g) The insolvency of the Borrower or the Borrower's failure Recipient shall have become unable to pay his or her its debts as they become fall due; (h) Any attachment , and any obligation or like levy on any property purported obligations of the Borrower; orRecipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to the Bank. (i) The occurrence 8.2 If any Event of Acceleration or any event which, with lapse of time or notice and lapse of time, would become an Event of Acceleration shall have happened, the 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 omission to exercise, any right, power or remedy accruing to the Bank upon any default under this Agreement or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the Stock Pledge Agreement securing this Noteaction of the Bank in respect of any such default, or any acquiescence by it therein, affect or impair any right, power or remedy of the Bank in respect of any other default.

EVENTS OF ACCELERATION. The If any of the following items events (a)-(ieach an "Event of Acceleration") shall constitute "Acceleration Events" occur: (i) the Organization fails to pay any amount due under this Note. Upon Agreement when the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately same becomes due and payable., and such failure continues for thirty days after notice thereof by the Lender to the Organization; (aii) The date when any material representation or warranty made by the Borrowers disposes of Organization in this Agreement proves to have been inaccurate in any or all material respect at the time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the shares business of the CompanyOrganization or relating to the maintenance and reporting of the Organization's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares")financial position, including (without limitation) those covenants set forth in Section 5 hereof, and such failure shall continue unremedied for a sale period of 30 days after notice thereof from the Lender to the Organization; then, and in every such event, and at any 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 Shares to the Company; provided, however, that the principal amount and interest last business day of the Note representing proceeds used calendar month which is six months after the date such notice is received by Borrower to purchase any Shares which have not been disposedthe Organization and the Examining Authority, whereupon the entire such amount shall not be and become due and payable on such date; and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment provided that, in accordance with the CompanyRules under the Act, or any successor thereof, terminates for any reason; provided that the principal Lender shall not be permitted to exercise its rights and interest attributable remedies pursuant to unvested Shares shall become due and payable under this Paragraph (b) only Section 7 by delivery of such notice prior to the extent date that is six months after the Company exercises its right to repurchase such Shares; Effective Date (c) The failure as defined in Section 18 hereof). No course of dealing and no delay on the 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 Lender in exercising any right, power or property remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of the Borrower; (f) The execution any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower statute or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteotherwise.

EVENTS OF ACCELERATION. The following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum balance of ---------------------- this Note, together with all accrued and accrued interest under this Note unpaid interest, shall become immediately due and payable. (a) The payable prior to the specified due date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (upon the "Shares"), including (without limitation) a sale occurrence of one or more of the Shares following events: a. the failure to the Company; providedmake any payment of principal, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become other amount payable hereunder when due and payable under this Paragraph (b) only to Note or the extent that the Company exercises its right to repurchase such Shares; (c) The failure breach of the Borrower to pay when due the principal balance and accrued interest any other condition, obligation or covenant under this Note; b. the breach of any representation or covenant under the Deed of Trust (d) The as defined below); c. the filing of a petition by or against the Borrower Maker under any provision of the Bankruptcy Reform Act (Act, Title 11 of the United States Code), as amended or recodified from time to time, or under any other similar law relating to bankruptcy, insolvency, reorganization insolvency or other relief for debtors; debtors and the continuation of such petition without dismissal for a period of thirty (e30) The days or more; or appointment of a receiver, trustee, custodian or liquidator of or for all or any part of the assets or property of the Borrower; (f) The execution by Maker; or the Borrower insolvency of the Maker; or the making of a general assignment for the benefit of creditorscreditors by the Maker; (g) d. The insolvency Maker's death or incapacity; e. any of the Borrower documents relating to the Collateral after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or the Borrower's failure Maker or any other person shall contest in any manner 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 documents relating to pay his or her debts as they become duethe Collateral for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority lien in any of the Collateral purported to be covered thereby; (h) Any attachment or like levy on f. the incurrence by the Maker of any property other indebtedness secured by the Collateral which has not been consented to by the Corporation; g. the expiration of the Borrowertwo (2)-month period following the date the Maker ceases for any reason to remain in the Corporation's employ; h. an acquisition of the 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 i. the occurrence of an any event of default under the Stock Pledge Agreement Deed of Trust securing this NoteNote or any obligation secured thereby.