Common use of Rights of Holder upon Default Clause in Contracts

Rights of Holder upon Default. (a) If an Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Rights of Holder upon Default. (a) If an Event of Default with respect to the Company described in Section 6(f5(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f5(f) or described in clause (v) of Section 6(f5(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f5(f)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder holder of the Note at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare the Note then outstanding to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d5(d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by the Company from the Holder holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 6 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 76, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereofof the Note, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has have become or has have been declared immediately due and payable under Section 76, the holder of the Note at the time outstanding may proceed to protect and enforce its the rights of the holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Note or the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Rights of Holder upon Default. (a) If an Event of Default with respect to the Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), all the Note Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, any holder or holders of a majority of the Holder principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Note Notes then outstanding to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, any holder or holders of Notes at the Holder time outstanding affected by such Event of the Note Default may at any time, at its or their option, by notice or notices to the Company, declare all the Note Notes held by it or them to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by the Company from the Holder any holder of the Note Notes stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note any Notes becoming due and payable under Section 7, whether automatically or by declaration, the Note such Notes will forthwith mature and the entire unpaid principal amount hereofof such Notes, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has any Notes have become or has have been declared immediately due and payable under Section 7, the holder of the any Note at the time outstanding may proceed to protect and enforce its the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. (d) At any time after any Notes have been declared due and payable pursuant to of Section 7 (a) or (b), the holders of not less than a majority in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (i) the Company shall have paid all overdue principal of and interest on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (ii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived (iii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under Section 7 will extend to or affect any subsequent Event of Default or impair any right consequent thereon.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default described referred to in clause Paragraphs 3(d) and 3(e)) and at any time thereafter during the continuance of such Event of Default beyond any applicable cure periods, Holder may (i) cease advancing money or extending credit to or for the benefit of Section 6(fthe Company under any agreement; and (ii) declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in clause (vParagraphs 3(d) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)and 3(e), the Note then immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement anything contained herein or in the Operative Agreementsother Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right, power or remedy granted to it by the Transaction Documents, or for otherwise permitted to it by law, either by suit in equity or by action at law, or both. In case of an injunction against a violation Event of Default, the Company must pay to the Holder such further amount as is sufficient to cover the cost and expenses of collection, including, without limitation, all Holder’s costs, fees, expenses or damages of any kind incurred by or imposed upon Holder in connection with or as a consequence of an Event of Default. Without limiting the foregoing, the Company shall pay all Holder’s actual costs of collection and attempted collection, including, without limitation: (i) those expenses incurred or paid to protect, preserve, collect, lease, sell, repair, improve, advertise, locate, take possession of, liquidate or otherwise deal with any collateral under any security agreement; (ii) expenses of dealing with any person or entity in any bankruptcy proceeding; (iii) all out-of-pocket expenses incurred for the Holder’s attorney and paralegal fees, disbursements, and costs, all at such rates and with respect to such services as the Holder in its sole discretion may elect to pay (as such rates may vary from time to time during the course of the terms hereof or thereof, or in aid performance of such services) including the costs of attorneys who are employees of the exercise Holder; and (iv) the costs of appraisers, engineers, investment bankers, environmental consultants and other experts that may be retained by the Holder in connection with such collection efforts. Such costs will be added to the unpaid balance of the Note. No course of dealing and no delay on the part of the Holder in exercising any right will operate as a waiver of that right or otherwise prejudice the Holder’s rights, powers or remedies. No right, power or remedy conferred by this Note upon the Holder is exclusive of any other right, power granted hereby or thereby remedy referred to herein or now or hereafter available at law, in equity, by law statute or otherwise.

Rights of Holder upon Default. (a) If an Event of Default with respect to Company described in Section 6(f6(g) or (gh) has occurred (other than an Event of Default described in clause (i) of Section 6(f6(g) or described in clause (v) of Section 6(f6 (g) by virtue of the fact that such clause encompasses clause (i) of Section 6(f6(g)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default referred to in Section 6(d) or 6(e) hereof) and at any time thereafter during the continuance of such Event of Default, the Holder may declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in clause (i) of Section 6(f6(d) or described in clause (v6(e) of Section 6(f) hereof, immediately and without notice, all outstanding Obligations payable by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding Company hereunder shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement anything contained herein or in the Operative Agreementsother Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Holder may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or for an injunction against a violation of any both. (b) Notwithstanding anything to the contrary contained herein, in addition to the rights of the terms hereof or thereofHolder specified in subsection (a) of this Section 7, or on the date an Event of Default under this Convertible Note occurs, the interest rate on this Convertible Note shall increase, from that date forward for so long as an Event of Default is continuing, to the Default Interest Rate, with such interest payable on the last Business Day of each month in aid cash and compounding annually. For the avoidance of doubt, (i) following an Event of Default and until such Event of Default is cured, the interest rate payable on this Convertible Note, as increased pursuant to this Section 7(b), shall continue to accrue, and (ii) following any cure of an Event of Default, the interest rate payable on this Convertible Note shall revert to such rate indicated in Section 2, and shall continue to accrue theretofor until the later of the exercise of any power granted hereby Maturity Date or thereby or by law or otherwiseuntil the obligation to repay this Convertible Note in full has been satisfied.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f))Default, the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its optionthereafter during the continuance of such Event of Default, Holder may, by written notice or notices to CompanyMortgagor, declare all outstanding obligations payable by Mortgagor hereunder and under the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If ; except that upon the occurrence or existence of any Default or Event of Default has occurred and is continuingset forth in Sections 15(c), and irrespective (d) or (e) herein, all of whether the outstanding obligations payable by Mortgagor hereunder or under the Note has shall automatically become or has been declared immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. No delay or omission by Holder in exercising any right shall operate as a waiver of such right or any other right under Section 7the Note; a waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right, power or remedy granted to it hereunder, under the Note or pursuant to applicable law. The Mortgagor agrees to pay all taxes levied or assessed upon the outstanding principal against any holder of the Note at Note. The prevailing party in any action (i) to collect payment on the time outstanding may proceed Note, (ii) in connection with any dispute that arises as to protect and its enforcement, validity, or interpretation, whether or not legal action is instituted or prosecuted to judgment, or (iii) to enforce its rights by an action at law, suit any judgment obtained in equity or other appropriate any related legal proceeding, whether shall be entitled to all costs and expenses incurred, including attorney fees. This mortgage is upon the STATUTORY CONDITION, for any breach of which Mortgagee shall have the specific performance of any agreement contained herein or in the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseSTATUTORY POWER OF SALE.

Rights of Holder upon Default. (a) If an Event Upon the occurrence or existence of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 5 (aother than Section 5(c) or (bd)) has occurred and at any time thereafter so long as such Event of Default is continuing, the Holder of the Note may at any time, at its optionmay, by written notice or notices to the Company, declare all outstanding principal of this Note, together with all accrued and unpaid interest thereon, fees and other amounts payable by the Note Company hereunder (“Obligations”) to be immediately due and payable; payable without presentment, demand, protest or (ii) any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Section 6 5(c) or (d) has occurred and is continuing and ), but subject in all respects to the Payment Default giving rise to such Event of Default is cured or Intercreditor Agreement, the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above outstanding Obligations shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If . In addition to the foregoing remedies, upon the occurrence or existence of any Default or Event of Default has occurred and is continuingDefault, and irrespective of whether the Holder may exercise any other right, power or remedy granted to it pursuant to this Note, the Note has become Guarantee or has been declared immediately due the Security Agreement or any other agreement entered into between the Holder and payable under Section 7the Company, the holder any Guarantor or any of the Note at the time outstanding may proceed their respective Subsidiaries in connection with this Note, or otherwise permitted to protect and enforce its rights it by an law, either by suit in equity or by action at law, suit or both, including the right to exercise remedies with respect to the collateral in equity or other appropriate proceeding, whether for accordance with the Security Agreement and against any Guarantor and any additional guarantors of the Obligations in accordance with the Note Guarantee. The Holder may demand specific performance of any agreement contained herein or in the Operative Agreementsterms of this Note, or for an injunction against a violation of any and the Company and each of the terms hereof or thereof, or Guarantors hereby waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in aid any action which may be brought by the Secured Parties. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any power granted hereby rights or thereby remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law or otherwiselaw, all of which shall be cumulative and not alternative.

Rights of Holder upon Default. (a) If an Event of Default with respect to the Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to the Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to the Company, declare all the Note Notes held by it or them to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by the Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has have been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Rights of Holder upon Default. (a) If an Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d6(d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a7(a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under this Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding Holder may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default referred to in Sections 4(b) and 4(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Company, declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in clause (iSections 4(b) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)and 4(c), the Note then immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. , anything contained herein to the contrary notwithstanding. At any time after any declaration of acceleration as to this Note has been made as provided in this Section 5, the Holder may, by notice to the Company, rescind such declaration and its consequences, if (ci) If the Company has paid all overdue installments of interest on this Note and all principal that has become due otherwise than by such declaration of acceleration and (ii) all other defaults and Events of Default (other than nonpayments of principal and interest that have become due solely by reason of acceleration) shall have been remedied or cured or shall have been waived pursuant to this paragraph; provided, however, that no such recission shall extend to or affect any Default subsequent default or Event of Default has occurred and is continuingor impair any right consequent thereon. In addition to the foregoing remedies, and irrespective upon the occurrence or existence of whether the Note has become any Event of Default, Holder may exercise any other right power or has been declared immediately due and payable under Section 7remedy permitted to it by law, the holder of the Note at the time outstanding may proceed to protect and enforce its rights either by an suit in equity or by action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Operative Agreements, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseboth.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default referred to in Section 4(f) or 4(g) of this Note) and at any time thereafter during the continuance of such Event of Default, holders of a majority of the outstanding principal amount of the Senior Secured Convertible Note(s) may declare all outstanding Obligations payable by the Company under this Note to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained in this Note or in the other Transaction Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in clause (iSections 4(f) or 4(g) of Section 6(f) or described in clause (v) of Section 6(f) this Note, immediately and without notice, all outstanding Obligations payable by virtue of the fact that such clause encompasses clause (i) of Section 6(f)), the Note then outstanding Company hereunder shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If , anything contained in this Note or in the other Transaction Documents to the contrary notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7Default, the holder of Holder may exercise any other right, power or remedy granted to it by the Note at the time outstanding may proceed Transaction Documents or otherwise permitted to protect and enforce its rights it by an action at lawLaw, either by suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Operative Agreementsby action at Law, or for an injunction against a violation of any both. (b) Notwithstanding anything to the contrary contained in this Note, in addition to the rights of the terms hereof or thereofHolder specified in subsection (a) of this Section 5, or on the date an Event of Default under this Note occurs, the interest rate on this Note shall increase, from that date forward, to the Default Interest Rate, which interest shall be compounded quarterly and payable solely in aid lawful money of the exercise United States of any power granted hereby or thereby or by law or otherwiseAmerica.

Rights of Holder upon Default. (a) If an Upon the occurrence or existence of any Event of Default with respect to Company described in Section 6(f) or (g) has occurred (other than an Event of Default referred to in Section 4(c)) and at any time thereafter during the continuance of such Event of Default, Holder may, by written notice to Company, declare all outstanding Obligations payable by Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Note Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in clause (i) of Section 6(f) or described in clause (v) of Section 6(f) by virtue of the fact that such clause encompasses clause (i) of Section 6(f)4(c), the Note then immediately and without notice, all outstanding Obligations payable by Company hereunder shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Holder may at any time at its option, by notice or notices to Company, declare the Note to be immediately due and payable. (b) Notwithstanding the foregoing, if (i) any Event of Default described in Section 6 (a) or (b) has occurred and is continuing, the Holder of the Note may at any time, at its option, by notice or notices to Company, declare the Note to be immediately due and payable; or (ii) any Event of Default described in Section 6 (d) has occurred and is continuing and the Payment Default giving rise to such Event of Default is cured or the acceleration giving rise to such Event of Default is annulled or rescinded within 30 days after receipt of written notice of such Event of Default by Company from the Holder of the Note stating that such notice is a "Notice of Default," then such Event of Default and any declaration under Section 7 (a) above shall be deemed automatically annulled and rescinded. Upon the Note becoming due and payable under Section 7, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount hereof, plus all accrued and unpaid interest thereon, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further noticeany other notice of any kind, all of which are hereby expressly waived. (c) If any Default or Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 7, the holder of the Note at the time outstanding may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement anything contained herein or in the Operative Agreementsother Note Documents to the contrary notwithstanding. Upon the occurrence or existence of any Event of Default described in Sections 4(e) and 4(f), Holder may perform in Company’s name and on Company’s behalf such acts or take such steps as are necessary to cure Company’s default thereunder, and Company shall reimburse Holder on demand for any expenses which Holder may incur in thus curing any such default. Upon the occurrence or existence of and during the continuation of any event or circumstance that is, or for with the giving of notice or lapse of time, or both, would constitute an injunction against Event of Default, Company shall pay to Holder a violation monthly late fee equal to one and one-half percent (1.5%) of the sum of the outstanding principal balance and accrued and unpaid interest on the Note, such late fee shall be paid in respect of any month (or any part thereof) that such event or circumstance shall be continuing. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Holder may exercise any other right power or remedy granted to it by the terms hereof Note Documents or thereofotherwise permitted to it by law, either by suit in equity or by action at law, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseboth.