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the Lender may exercise any of the remedies specified in this Agreement: (a) The Collected Funds and the amounts to be withdrawn from the Loss Reserve Account and the Residual Profits Collection Account for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement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 Notwithstanding anything to the contrary, the entire unpaid principal sum of this Note, and all interest accrued thereon, shall become immediately due and payable upon 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 Agreementevents: (a) The Collected Funds and Upon ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the amounts sole stockholder of Maker, voluntarily ceasing to be withdrawn from employed by, or provide services to, the Loss Reserve Account and Company for any reason or for no reason, or the Residual Profits Collection Account Company terminating or not renewing any employment or consulting arrangement with ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool cause, Maker shall be insufficient required 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 a lump sum within thirty (30) days after of such termination of employment or service, the earlier principal balance due under this Note and accrued interest thereon; (b) Upon an acquisition of the Borrower's having notice thereof Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the occurrence assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in the aggregate, constitute substantially all of the Company’s material assets) (collectively, a “Sale Transaction”), Maker shall be required to pay in a lump sum within two (2) days following the date of entering into an agreement for such eventSale Transaction the principal balance due under this Note and accrued interest thereon; (c) Any Upon the insolvency of the eRoom Parties shall make an Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcybankruptcy or any petition for relief under the provisions of the federal bankruptcy act or any other state or federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodianreceiver or trustee to take possession of any property or assets of the Maker, or the attachment of or execution against any trustee for it property 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 assets 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 moreMaker; (d) Any Upon exercise of the eRoom Parties shall generally not pay their debts Put Option (as such debts become due or shall admit defined in writing their inability to pay their debts as such debts become due; (ethe Grant Agreement) Any of by 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 writingMaker.

EVENTS OF ACCELERATION. If any Notwithstanding anything to the contrary, the entire unpaid principal sum of this Note, and all interest accrued thereon, shall become immediately due and payable upon 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 Agreementevents: (a) The Collected Funds and Upon ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the amounts sole stockholder of Maker, voluntarily ceasing to be withdrawn from employed by, or provide services to, the Loss Reserve Account and Company for any reason or for no reason, or the Residual Profits Collection Account Company terminating or not renewing any employment or consulting arrangement with ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for each Loan Pool pursuant to Section 2.8(d) of this Agreement on any Disbursement Date for such Loan Pool cause, Maker shall be insufficient required to pay in a lump sum within thirty (30) days of such termination of employment or service, the amounts specified in Section 2.8(c)(i) - (iii)principal balance due under this Note and accrued interest thereon. (b) Failure to perform or observe any Upon an acquisition of the covenants contained Company by another entity by means of any transaction (including, without limitation, any stock acquisition, reorganization, merger or consolidation) or a sale of all or substantially all of the assets of the Company (including, for purposes of this section, the exclusive license or sale of intellectual property rights which, in Sections 7.5the aggregate, 7.6constitute substantially all of the Company’s material assets) (collectively, 7.11a “Sale Transaction”), 7.12, 7.13, 7.14, 7.16, 8.1 or 8.5 hereof and such failure Maker shall continue for thirty be required to pay in a lump sum within two (302) days after following the earlier date of entering into an agreement for such Sale Transaction the Borrower's having notice thereof or the occurrence of such event;principal balance due under this Note and accrued interest thereon. (c) Any Upon the insolvency of the eRoom Parties shall make an Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or apply to any tribunal other state or federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof;appointment of a receiver or trustee to take possession of any property or assets of the Maker, or the attachment of or execution against any property or assets of the Maker. (fd) Any Lien Upon exercise of the Lender against Put Option (as defined in 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; (gGrant Agreement) Any of by 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 writingMaker.

EVENTS OF ACCELERATION. If any one or more of the following events (each, an "EVENT OF ACCELERATION") shall ---------------------- occur and be continuing, then the Company may, at its option and without notice to the Maker or any other person, declare the entire outstanding principal balance of this Note, together with any other sums the Maker may owe to the Company under or in connection with this Note or otherwise, together with accrued interest thereon, immediately due and payable: A. the Maker's failure to pay when due any principal or interest hereunder, including the Maker's failure to pay any amounts due under Section 5 hereof, and such default is continuing with respect for a period of ten (10) or more days after notice thereof from the Company to a Loan Poolthe Makers; or B. the sale, transfer, mortgage, assignment, encumbrance or lease, whether voluntarily or involuntarily or by operation of law or otherwise, of the property covered by the Deed of Trust, or any portion thereof or interest therein, without the prior written consent of the Company; or C. the insolvency of the Maker, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved commission of any act 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 bankruptcy by the Lender (except that in Maker, 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 execution by the Borrower, and the Lender may exercise any Maker 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 a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or apply to any tribunal other state or federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof; (f) Any Lien appointment of a receiver or trustee to take possession of any property or assets of the Lender Maker, or the attachment of or execution 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 property or equal Lien other than a Permitted Lien; (g) Any assets of the Operative Documents relating to such Loan Pool shall for Maker; or D. the occurrence of any reason cease to be valid and binding on any event of default under the eRoom Parties Deed of Trust securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.

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 (each, an "EVENT OF ACCELERATION") shall occur and be continuing with respect to a Loan Poolevents: a. The breach of any representation or covenant under this Note, the Lender shall be relieved Loan Agreement (as defined below), or the Deed of its obligation Trust ; b. 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 fund time, or under any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) 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; c. The death or incapacity of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; d. The Deed of Trust or any other document relating to this Note and 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 second priority lien in any such petitionof the Collateral purported to be covered thereby; e. The sale, application transfer, mortgage, assignment, encumbrance or proceeding lease, whether voluntarily or involuntarily or by operation of law or otherwise, of the appointment of a custodianCollateral, receiver or any trustee for it portion thereof or any substantial part interest therein, without the prior written consent of the Corporation; or 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ceases for any reason cease to be valid and binding on remain in the Corporation's employ; h. The occurrence of any event of default under this Note, the eRoom Parties Deed of Trust, the Loan Agreement, or of any of the eRoom Parties shall so state in writingobligation secured thereby.

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 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 (each, an "EVENT OF ACCELERATION") shall occur and be continuing with respect events: A. the failure of the Maker to a Loan Pool, the Lender shall be relieved pay any installment of its obligation to fund any future Lease Financing Loans (but shall not be relieved of any of its rights hereunder) principal or accrued interest under this Note when due and the Loan Pool Accelerated Amount related to each continuation of 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 default 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 more than thirty (30) days after days; or B. the earlier expiration of the Borrower's having notice thereof or thirty (30)-day period following the occurrence of such event; (c) Any date the Maker ceases for any reason to remain in the employ of the eRoom Parties shall make an Corporation; or C. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or apply to any tribunal other state or Federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof; (f) Any Lien appointment of a receiver or trustee to take possession of any property or assets of the Lender Maker or the attachment of or execution 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 property or equal Lien other than a Permitted Lien; (g) Any assets of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any Maker; or D. an acquisition of the eRoom Parties Company (whether by merger, sale of all or substantially all of the Company's assets or sale of more than fifty percent (50%) of the Company's outstanding voting securities) 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 accounting purposes, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the close of the applicable transfer restriction period required under Accounting Series Release Numbers 130 and 135; or E. the occurrence of any event of default under the Stock Pledge Agreement securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.

EVENTS OF ACCELERATION. If any The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall become immediately due and payable prior to the due date of this Note specified in paragraph 3 above upon the occurrence of one or more of the following events events: A. the expiration of the ninety (each, an "EVENT OF ACCELERATION"90)-day period immediately following the date on which the Maker's employment with the Company terminates for any reason; or B. the failure of the Maker to pay any principal or installment of accrued interest under this Note when due and the continuation of such default for more than ten (10) shall occur and be continuing with respect to a Loan Pooldays; or C. the insolvency of the Maker, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved commission of any act 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 bankruptcy by the Lender (except that in Maker, 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 execution by the Borrower, and the Lender may exercise any Maker 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 a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or apply to any tribunal other state or Federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof; (f) Any Lien appointment of a receiver or trustee to take possession of any property or assets of the Lender Maker or the attachment of or execution 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 property or equal Lien other than a Permitted Lien; (g) Any assets of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any Maker; or D. the consummation of the eRoom Parties initial public offering of the common stock of any one or more of the Existing Ventures (as defined in the Incentive Agreement) pursuant to an underwritten offering registered under the Securities Act of 1933, as amended or under any laws of any other country providing for the sale of securities to the public; provided, however, that should the underwriter(s) for such offering impose a market black-out, lock up, or stand-off period upon the common stock of the Existing Venture in question, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the end of that black-out or stand-off period; or E. the occurrence of any event of default under the Stock Pledge Agreement securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.

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 (each, an "EVENT OF ACCELERATION") shall occur and be continuing with respect events: A. the failure of the Maker to a Loan Pool, pay when due 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) accrued interest on this Note and the Loan Pool Accelerated Amount related to each continuation of 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 default 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 more than thirty (30) days after days; or B. the earlier expiration of the Borrowerthirty (30)-day period following the date the Maker ceases for any reason to remain in the Corporation's having notice thereof employ; or C. the sale, transfer, assignment, encumbrance or the occurrence other conveyance, whether voluntarily or involuntarily or by operation of such event; (c) Any law or otherwise, of any of the eRoom Parties shall make an Purchased Shares in contravention of the provisions of the Stock Issuance Agreement of even date herewith between the Maker and the Company pursuant to which the Maker has acquired the Purchased Shares; or D. the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or apply to any tribunal other state or Federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof; (f) Any Lien appointment of a receiver or trustee to take possession of any property or assets of the Lender Maker or the attachment of or execution 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 property or equal Lien other than a Permitted Lien; (g) Any assets of the Operative Documents relating to such Loan Pool shall for Maker; or E. the occurrence of any reason cease to be valid and binding on any event of default under the eRoom Parties Stock Pledge Agreement securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.

EVENTS OF ACCELERATION. If any The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, shall become immediately due and payable prior to the due date of this Note specified in paragraph 3 above upon the occurrence of one or more of the following events events: A. the expiration of the ninety (each, an "EVENT OF ACCELERATION"90)-day period immediately following the date on which the Maker's employment with the Company terminates for any reason; or B. the failure of the Maker to pay any principal or installment of accrued interest under this Note when due and the continuation of such default for more than ten (10) shall occur and be continuing with respect to a Loan Pooldays; or C. the insolvency of the Maker, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved commission of any act 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 bankruptcy by the Lender (except that in Maker, 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 execution by the Borrower, and the Lender may exercise any Maker 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 a general assignment for the benefit of creditors, file a the filing by or against the Maker of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or apply to any tribunal other state or Federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof; (f) Any Lien appointment of a receiver or trustee to take possession of any property or assets of the Lender Maker or the attachment of or execution 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 property or equal Lien other than a Permitted Lien; (g) Any assets of the Operative Documents relating to such Loan Pool shall for any reason cease to be valid and binding on any Maker, or D. the consummation of the eRoom Parties initial public offering of the common stock of any one or more of the Existing Ventures (as defined in the Incentive Agreement) pursuant to an underwritten offering registered under the Securities Act of 1933, as amended or under any laws of any other country providing for the sale of securities to the public; provided, however, that should the underwriter(s) for such offering impose a market black-out, lock up, or stand-off period upon the common stock of the Existing Venture in question, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the end of that black-out or stand-off period; or E. the occurrence of any event of default under the Stock Pledge Agreement 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, an "EVENT OF ACCELERATION") shall occur ---------------------- and be continuing, then the Company may, at its option and without notice to the Makers or any other person, declare the entire outstanding principal balance of this Note, together with any other sums that either Maker or the Makers may owe to the Company under or in connection with this Note or otherwise, together with accrued interest thereon, immediately due and payable: A. the Makers's failure to pay when due any principal or interest hereunder, including the Makers's failure to pay any amounts due under Section 5 hereof, and such default is continuing with respect for a period of ten (10) or more days after notice thereof from the Company to a Loan Poolthe Makers; or B. the sale, transfer, mortgage, assignment, encumbrance or lease, whether voluntarily or involuntarily or by operation of law or otherwise, of the property covered by the Deed of Trust, or any portion thereof or interest therein, without the prior written consent of the Company; or C. the insolvency of either Maker or the Makers, the Lender shall be relieved of its obligation to fund any future Lease Financing Loans (but shall not be relieved commission of any act 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 bankruptcy 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 either Maker or the occurrence Makers, the execution by either Maker or the Makers of such event; (c) Any of the eRoom Parties shall make an a general assignment for the benefit of creditors, file a the filing by or against either Maker or the Makers of any petition in bankruptcy, be adjudicated insolvent, bankruptcy or any petition for relief under the provisions of the federal bankruptcy act or apply to any tribunal other state or federal law for the appointment relief of a receiver, custodian, or any trustee for it or a substantial part debtors and the continuation 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 (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 or more, the date thereof;appointment of a receiver or trustee to take possession of any property or assets of either Maker or the Makers, or the attachment of or execution against any property or assets of either Maker or the Makers; or (f) Any Lien D. the occurrence of any 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 Deed 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 Trust securing this Note or any of the eRoom Parties shall so state in writingobligation secured thereby.