Common use of EVENTS OF ACCELERATION Clause in Contracts

EVENTS OF ACCELERATION. The following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure of the Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; (f) The execution by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Note.

EVENTS OF ACCELERATION. The If any of the following items events (a)-(ieach an "Event of Acceleration") shall constitute "Acceleration Events" occur: (i) the Organization fails to pay any amount due under this Note. Upon Agreement when the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately same becomes due and payable., and such failure continues for thirty days after notice thereof by the Lender to the Organization; (aii) The date when any material representation or warranty made by the Borrowers disposes of Organization in this Agreement proves to have been inaccurate in any or all material respect at the time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the shares business of the CompanyOrganization or relating to the maintenance and reporting of the Organization's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares")financial position, including (without limitation) those covenants set forth in Section 5 hereof, and such failure shall continue unremedied for a sale period of 30 days after notice thereof from the Lender to the Organization; then, and in every such event, and at any time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full as of the Shares to the Company; provided, however, that the principal amount and interest last business day of the Note representing proceeds used calendar month which is six months after the date such notice is received by Borrower to purchase any Shares which have not been disposedthe Organization and the Examining Authority, whereupon the entire such amount shall not be and become due and payable on such date; and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment provided that, in accordance with the CompanyRules under the Act, or any successor thereof, terminates for any reason; provided that the principal Lender shall not be permitted to exercise its rights and interest attributable remedies pursuant to unvested Shares shall become due and payable under this Paragraph (b) only Section 7 by delivery of such notice prior to the extent date that is six months after the Company exercises its right to repurchase such Shares; Effective Date (c) The failure as defined in Section 18 hereof). No course of dealing and no delay on the Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets Lender in exercising any right, power or property remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of the Borrower; (f) The execution any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower statute or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteotherwise.

EVENTS OF ACCELERATION. The (a) Upon the occurrence of any of the following items events (a)-(i"Events of Acceleration"): (i) shall constitute "Acceleration Events" the failure to pay the principal of and interest under this Note when due if such failure is not remedied within ten (10) days after written notice thereof to the Borrower from the holder of this Note; (ii) the Borrower is terminated by the Company for Cause (as defined in the Employment Agreement) pursuant to Section 4 (a) of the Employment Agreement; (iii) the Borrower terminates his employment with the Company (other than pursuant to Section 4 (e) of the Employment Agreement) and the Borrower is no longer a director of the Company; or (iv) the Borrower sells or otherwise disposes for value any of the Shares, unless the Borrower uses the proceeds from such sale or other disposition (net of brokers' commissions) to immediately prepay in whole or in part the principal amount of this Note outstanding and any accrued and unpaid interest on the portion prepaid; the holder of this Note may declare, by notice of acceleration given to the Borrower, the entire principal amount of this Note to be forthwith due and payable, whereupon the entire principal amount of this Note outstanding and any accrued and unpaid interest hereunder shall become due and payable without presentment, demand, protest, notice of dishonor and all other demands and notices of any kind, all of which are hereby expressly waived. Upon the occurrence of an Acceleration EventEvent of Acceleration, the Company or Borroweraccrued and unpaid interest hereunder shall thereafter bear the same rate of interest as on the principal hereunder, as but in no event shall such interest be charged which would violate any applicable usury law. If an Event of Acceleration shall occur hereunder, the case may beBorrower shall pay costs of collection, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt including reasonable attorneys' fees, incurred by the Borrower or holder in the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrowerenforcement hereof. (b) The date when No delay or failure by the Borrower's employment with holder of this Note in the Company, exercise of any right or any successor remedy shall constitute a waiver thereof, terminates for and no single or partial exercise by the holder hereof of any reason; provided that right or remedy shall preclude other or future exercises thereof or the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure exercise of the Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization right or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; (f) The execution by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteremedy.

EVENTS OF ACCELERATION. The If any of the following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Eventevents occurs, the Company Credit Facilities shall terminate and all borrowings under them shall be due immediately, without notice, at the Bank's option, whether or Borrower, as not the case may be, shall notify the other Bank has made demand. A. The Borrower or any guarantor of any of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower Credit Facilities or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. Notes (a"Guarantor") The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure of the Borrower fails to pay when due any amount payable under the principal balance and accrued interest Credit Facilities or under any agreement or instrument evidencing debt to any creditor; B. The Borrower or any Guarantor (a) fails to observe or perform any other term of this Note; agreement or the Notes; (b) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (c) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (d) The filing defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than borrowings under the Credit Facilities) such that the creditor declares the debt due before its maturity; C. There is a petition by default under the terms of any loan agreement, mortgage, security agreement or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any document executed as part of the assets Credit Facilities, or property any guaranty of the borrowings under the Credit Facilities becomes unenforceable in whole or in part, or any Guarantor fails to promptly perform under its guaranty; D. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Borrower or any affiliate of the Borrower; ; E. The Borrower or any Guarantor becomes insolvent or unable to pay its debts as they become due; F. The Borrower or any Guarantor (fa) The execution by the Borrower of a general makes an assignment for the benefit of creditors; ; (gb) The insolvency consents to the appointment of a custodian, receiver or trustee for it or for a substantial part of its assets; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation or similar laws of any jurisdiction; G. A custodian, receiver or trustee is appointed for the Borrower or any Guarantor or for a substantial part of its assets without its consent and is not removed within 60 days after such appointment; H. Proceedings are commenced against the Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for 60 days after commencement; or the Borrower or Guarantor consents to the commencement of such proceedings; I. Any judgment is entered against the Borrower or any Guarantor, or any attachment, levy or garnishment is issued against any property of the Borrower or any Guarantor; J. The Borrower or any Guarantor dies; K. The Borrower or any Guarantor, without the Bank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of business, (d) leases, purchases, or otherwise acquires a material part of the assets of any other corporation or business entity, except in the ordinary course of business, or (e) agrees to do any of the foregoing, (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower's failure , so long as the Borrower is the survivor); L. The loan-to-value ratio of any pledged securities at any time exceeds n/a%, and such excess continues for five (5) days after notice from the Bank to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) M. There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor which the Bank in good faith determines to be materially adverse; or N. The occurrence of an event of default under the Stock Pledge Agreement securing this NoteBank in good faith shall deem itself insecure.

EVENTS OF ACCELERATION. The (1) If any one of the following items (a)-(i) shall constitute "Acceleration Events" events occurs with regard to the Borrower, all of the Borrower’s obligations to the Lender under this Note. Upon Agreement shall be automatically accelerated, without any notice or warning from the occurrence Lender, and the Borrower shall, in accordance with this Agreement, immediately pay principal, interest, and Break Funding Costs relating to all Individual Loans and all other monies concerning which the Borrower owes pursuant to this Agreement; the events specified in each item of an Acceleration Event, this paragraph and the Company or Borrower, as the case may be, shall notify the other events specified in each item of the occurrence following paragraph are collectively referred to as “Events of Acceleration”: (i) if the Acceleration Event. Ten (10) days after receipt by Borrower suspends payments or if the Borrower or the Companya third party files a petition for commencement of bankruptcy proceedings, as the case may becommencement of civil rehabilitation proceedings, commencement of the notice corporate reorganization proceedings, commencement of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Companyspecial liquidation, or any successor thereof, terminates for any reasoncommencement of other comparable legal proceedings (including similar proceedings outside of Japan); provided except where it is clear that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Sharesa petition filed by a third party is baseless or abusive; (cii) The failure of if the Borrower to pay when due adopts a resolution for dissolution or is the principal balance and accrued interest under this Notesubject of a judgment or order for dissolution; (diii) The filing of a petition by or against if the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtorsdiscontinues business; (eiv) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; (f) The execution by if the Borrower is subject to suspension of transactions by a general assignment for the benefit clearinghouse, suspension of creditors; (g) The insolvency of the Borrower transactions by ▇▇▇▇▇▇.▇▇▇ Co., Ltd., or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrowercomparable measures by another electronic claims recording institution; or (v) if the Borrower is served an order or notice for provisional attachment, preservative attachment or attachment (including comparable proceedings outside of Japan) of deposit claims or other claims that the Borrower has against the Lender (except where such order or notice is rescinded within ten days) or if a judgment or other judicial decision (including comparable proceedings outside of Japan) enforcing a provisional attachment or attachment is issued. (2) If any one of the following events occurs with regard to the Borrower, upon notice by the Lender to the Borrower, all of the Borrower’s obligations to the Lender under this Agreement shall be accelerated, and the Borrower shall, in accordance with this Agreement, immediately pay principal, interest, and Break Funding Costs relating to all Individual Loans and all other monies concerning which the Borrower owes pursuant to this Agreement: (i) The occurrence if the Borrower fails to perform its monetary obligations under this Agreement in whole or in part (except where such non-performance is caused solely by an administrative or technical error and payment is made within five Business Days from the due date); (ii) if it is discovered that any matter represented and warranted by the Borrower in this Agreement is untrue or inaccurate in a material respect, expect for remedial breaches, which have been remedial within ten Business Days from the day that the Borrower learned of an event the breach or the day that the Lender notified the Borrower of default the breach; (iii) without any prejudice to the preceding two items, if the Borrower breaches this Agreement in a material respect; except for remedial breaches which have been remedial within ten Business Days from the day that the Borrower learned of the breach or the day that the Lender notified the Borrower of the breach; (iv) if the Borrower fails to perform its obligations in respect of any financial indebtedness other than those under this agreement, such financial indebtedness is accelerated or the Stock Pledge Borrower fails to perform its obligations in respect of any guarantee which owe due and payable; (v) if the Borrower suspends its principal business or is by a supervisory agency (including a comparable disposition outside of Japan) to suspend its business; (vi) if any court-supervised arbitration is commenced; (vii) if any loan claim that the Lender holds against the Borrower or its subsidiary (other than Individual Loans) is accelerated; (viii) if after execution of the Acquisition, the Borrower’s shareholding in the Acquisition Vehicle or the Target falls below 100% (On a Fully Diluted Basis) without the Lender’s prior written approval (such approval shall not be unreasonably refused, delayed, or withheld); or (ix) without any prejudice to the preceding items, if the Borrower’s business or assets have been so deteriorated as to have a material adverse effect on the Borrower’s performance of this Agreement. (3) If receipt of a notice specified in the preceding paragraph is delayed or is not received for reasons attributable to the Borrower, all of the Borrower’s obligations under this Agreement securing shall be accelerated at the time such notice normally would have been received. In such case, the Borrower shall, in accordance with this NoteAgreement, immediately pay principal, interest, and Break Funding Costs relating to Individual Loans and all other monies concerning which the Borrower is obliged to pay pursuant to this Agreement and the Lender’s Lending Obligation (if outstanding) shall terminate.

EVENTS OF ACCELERATION. The following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other If any of the occurrence following events occurs: A. The Borrower fails to pay when due any amount payable under the Credit Facilities or under any agreement or instrument evidencing debt to any creditor (including NBD) except of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable.Borrower's trade creditors; B. The Borrower (a) The date fails to pay when due any amounts due under the Borrowers disposes Note, and such default is not cured within ten (1 0) days thereof; or lb) fails to observe or perform any other term of this Agreement, the Note or any guaranty agreements in favor of the Bank, which default is not cured within thirty (30) days after notice thereof to Borrower; or (c) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; or (d) makes any incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (e) fails to pay when due Borrower's trade creditors, which default is not cured within thirty (30) days of such due date; or (f) defaults under the terms of any agreement or all instrument relating to any debt for borrowed money (other than borrowings under the Credit Facilities) which are not cured within any applicable cure period thereunder or are not waived by such creditor within thirty (30) days ("Creditor Waiver Period") of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Companysuch default; provided, however, that notwithstanding the principal amount and interest foregoing, in the event a creditor or BankAmerica commences an Enforcement Action during the Creditor Waiver Period it shall immediately be an Event of Acceleration hereunder. For the Note representing proceeds used by Borrower to purchase purposes of this Agreement the term "Enforcement Action" shall mean any Shares which have not been disposedadministrative, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when legal or equitable action against the Borrower, the collateral for BankAmerica's employment with loan or the Companycollateral for the Term Loan or any administrative, legal or equitable action(s) that may adversely affect Borrower or it's interests, including, without limitation, exercising any legal rights to enforce security interests, mortgages or liens against the collateral securing the BankAmerica loan or the collateral securing the Term Loan, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure of the Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to timesetting off, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for upon any part of such collateral in the assets possession of or property coming into possession of the Borrowersuch creditor, or its agent or bailee; (f) The execution by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Note.

EVENTS OF ACCELERATION. The following items (a)-(i) 8.1 If one of the events specified in this Article shall constitute "Acceleration Events" have happened and be continuing, then the Bank, by notice to the Recipient, may exercise its rights under this Note. Upon the occurrence of an Acceleration EventAgreement, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10including those provided under Sections 11.1(b) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable.11.4(e) without any further notice: (a) The date when default shall have occurred in the Borrowers disposes performance of any or all obligation of the shares Recipient under this Agreement and any such default shall have continued for a period of 30 (Thirty) days from the date of the Company's common stock acquired by him with the proceeds notification of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares such default to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower.Recipient; (b) The date when any representation or warranty confirmed or made by the Borrower's employment Recipient in connection with the Company, or execution and delivery of this Agreement shall be found to have been incorrect in any successor thereof, terminates material respect and shall continue to be incorrect for any reason; provided that the principal and interest attributable to unvested Shares a period of 30 (Thirty) days after notice thereof shall become due and payable under this Paragraph (b) only have been given to the extent that Recipient by the Company exercises its right to repurchase such SharesBank; (c) The failure any obligation or purported obligation of the Borrower Recipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to pay when due the principal balance and accrued interest under this Note;Bank; and (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property of the Borrower; (f) The execution by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower or the Borrower's failure Recipient shall have become unable to pay his or her its debts as they become fall due; (h) Any attachment , and any obligation or like levy on any property purported obligations of the Borrower; orRecipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to the Bank. (i) The occurrence 8.2 If any Event of Acceleration or any event which, with lapse of time or notice and lapse of time, would become an Event of Acceleration shall have happened, the Recipient shall immediately give the Bank notice thereof by telex or facsimile, specifying the nature of such Event of Acceleration or such event and any steps the Recipient is taking to remedy the same. 8.3 No course of dealing and no delay in exercising, or omission to exercise, any right, power or remedy accruing to the Bank upon any default under this Agreement or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the Stock Pledge Agreement securing this Noteaction of the Bank in respect of any such default, or any acquiescence by it therein, affect or impair any right, power or remedy of the Bank in respect of any other default.

EVENTS OF ACCELERATION. The If any of the following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Eventevents occurs, the Company Credit Facilities shall terminate and all borrowings under them shall be due immediately, without notice, at the Bank's option, whether or Borrower, as not the case may be, shall notify the other Bank has made demand. A. The Borrower or any guarantor of any of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower Credit Facilities or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately due and payable. Notes (a"Guarantor") The date when the Borrowers disposes of any or all of the shares of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure of the Borrower fails to pay when due any amount payable under the principal balance and accrued interest Credit Facilities or under any agreement or instrument evidencing debt to any creditor; B. The Borrower or any Guarantor (a) fails to observe or perform any other term of this Note; agreement or the Notes; (b) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (c) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank; or (d) The filing defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than borrowings under the Credit Facilities) such that the creditor declares the debt due before its maturity; C. There is a petition by default under the terms of any loan agreement, mortgage, security agreement or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any document executed as part of the assets Credit Facilities, or property any guaranty of the borrowings under the Credit Facilities becomes unenforceable in whole or in part, or any Guarantor fails to promptly perform under its guaranty; D. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Borrower or any affiliate of the Borrower; ; E. The Borrower or any Guarantor becomes insolvent or unable to pay its debts as they become due; F. The Borrower or any Guarantor (fa) The execution by the Borrower of a general makes an assignment for the benefit of creditors; ; (gb) The insolvency consents to the appointment of a custodian, receiver or trustee for it or for a substantial part of its assets; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation or similar laws of any jurisdiction; G. A custodian, receiver or trustee is appointed for the Borrower or any Guarantor or for a substantial part of its assets without its consent and is not removed within 60 days after such appointment; H. Proceedings are commenced against the Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for 60 days after commencement; or the Borrower or Guarantor consents to the commencement of such proceedings; I. Any judgment is entered against the Borrower or any Guarantor, or any attachment, levy or garnishment is issued against any property of the Borrower or any Guarantor; J. The Borrower or any Guarantor dies; K. The Borrower or any Guarantor, without the Bank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of business, (d) leases, purchases, or otherwise acquires a material part of the assets of any other corporation or business entity, except in the ordinary course of business, or (e) agrees to do any of the foregoing, (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower's failure , so long as the Borrower is the survivor); L. The loan-to-value ratio of any pledged securities at any time exceeds ___%, and such excess continues for five (5) days after notice from the Bank to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) M. There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor which the Bank in good faith determines to be materially adverse; or N The occurrence of an event of default under the Stock Pledge Agreement securing this NoteBank in good faith shall deem itself insecure.

EVENTS OF ACCELERATION. The If any of the following items (a)-(i) shall constitute "Acceleration Events" under this Note. Upon the occurrence of an Acceleration Eventevents occurs, the Company or Borrower, as the case may be, Credit Authorization shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum terminate and accrued interest under this Note shall become immediately due and payable. (a) The date when the Borrowers disposes of any or all of the shares Obligations shall be due immediately, without notice, at the Bank's option, whether or not the Bank has made demand. A. The Borrower or any guarantor of any of the Company's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ Obligations (the a "SharesGuarantor"), including (without limitation) a sale of the Shares to the Company; provided, however, that the principal amount and interest of the Note representing proceeds used by Borrower to purchase any Shares which have not been disposed, shall not become due and payable and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment with the Company, or any successor thereof, terminates for any reason; provided that the principal and interest attributable to unvested Shares shall become due and payable under this Paragraph (b) only to the extent that the Company exercises its right to repurchase such Shares; (c) The failure of the Borrower fails to pay when due any amount payable under or in connection with the principal balance and accrued interest Obligations or under any agreement or instrument evidencing debt to any creditor. B. The Borrower or any Guarantor (a) fails to observe or perform any other term of this Note; agreement, the Note or the other Loan Documents, (b) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank, (c) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank or (d) The filing defaults under the terms of a petition by any agreement or against instrument relating to any debt for borrowed money (other than the Obligations, but including other obligations and liabilities owing from the Borrower to the Bank), such that the creditor declares the debt due before its maturity. C. There is a default under the terms of any provision Loan Document, or any guaranty of the Bankruptcy Reform Obligations becomes unenforceable in whole or in part, or any Guarantor fails to promptly perform under its guaranty; D. A "reportable event" (as defined in the Employee Retirement Income Security Act (Title 11 of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the United States Code), as amended Borrower or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets or property affiliate of the Borrower; (f) E. The execution by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower or the Borrower's failure any Guarantor becomes insolvent or unable to pay his or her its debts as they become due; F. The Borrower or any Guarantor (ha) makes an assignment for the benefit of creditors, (b) consents to the appointment of a custodian, receiver or trustee for it or for a substantial part of its assets or (c) commences any proceeding under any bankruptcy, reorganization, liquidation or similar laws of any jurisdiction. G. A custodian, receiver or trustee is appointed for the Borrower or any Guarantor or for a substantial part of its assets without its consent and is not removed within 60 days after such appointment; H. Proceedings are commenced against the Borrower or any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and such proceedings remain undismissed for 60 days after commencement, or the Borrower or Guarantor consents to the commencement of such proceedings; I. Any attachment judgment is entered against the Borrower or like any Guarantor, or any attachment, levy on or garnishment is issued against any property of the Borrower or any Guarantor; in each case in an aggregate amount in excess of $250,000 J. The Borrower or any Guarantor dies; K. The Borrower or any Guarantor, without the Bank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of business, (d) leases, purchases, or otherwise acquires a material part of the assets of any other corporation or business entity, except in the ordinary course of business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower, so long as the Borrower is the survivor); L. There is a substantial change in the existing or prospective financial condition of the Borrower or any Guarantor which the Bank in good faith determines to be materially adverse; or (i) M. The occurrence of an event of default under the Stock Pledge Agreement securing this NoteBank in good faith shall deem itself insecure.

EVENTS OF ACCELERATION. The If any of the following items events (a)-(ieach an "Event of Acceleration") shall constitute "Acceleration Events" occur: (i) the Organization fails to pay any amount due under this Note. Upon Agreement when the occurrence of an Acceleration Event, the Company or Borrower, as the case may be, shall notify the other of the occurrence of the Acceleration Event. Ten (10) days after receipt by the Borrower or the Company, as the case may be, of the notice of the Acceleration Event, if the event that caused the Acceleration Event to occur has not been cured, the entire unpaid principal sum and accrued interest under this Note shall become immediately same becomes due and payable., and such failure continues for thirty days after notice thereof by the Lender to the Organization; (aii) The date when any material representation or warranty made by the Borrowers disposes of Organization in this Agreement proves to have been inaccurate in any or all material respect at the time made; or (iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the shares business of the CompanyOrganization or relating to the maintenance and reporting of the Organization's common stock acquired by him with the proceeds of this Note and represented by Certificate Number _________ (the "Shares")financial position, including (without limitation) those covenants set forth in Section 5 hereof, and such failure shall continue unremedied for a sale period of 30 days after notice thereof from the Lender to the Organization; then, and in every such event, and at any time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full as of the Shares to the Company; provided, however, that the principal amount and interest last business day of the Note representing proceeds used calendar month which is six months after the date such notice is received by Borrower to purchase any Shares which have not been disposedthe Organization and the Examining Authority, whereupon the entire such amount shall not be and become due and payable on such date; and shall remain outstanding until any such subsequent disposition by Borrower. (b) The date when the Borrower's employment PROVIDED that, in accordance with the CompanyRules under the Act, or any successor thereof, terminates for any reason; provided that the principal Lender shall not be permitted to exercise its rights and interest attributable remedies pursuant to unvested Shares shall become due and payable under this Paragraph (b) only Section 7 by delivery of such notice prior to the extent date that is six months after the Company exercises its right to repurchase such Shares; Effective Date (c) The failure as defined in Section 18 hereof). No course of dealing and no delay on the Borrower to pay when due the principal balance and accrued interest under this Note; (d) The filing of a petition by or against the Borrower under any provision of the Bankruptcy Reform Act (Title 11 of the United States Code), as amended or recodified from time to time, or under any other law relating to bankruptcy, insolvency, reorganization or other relief for debtors; (e) The appointment of a receiver, trustee, custodian or liquidator of or for any part of the assets Lender in exercising any right, power or property remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of the Borrower; (f) The execution any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by the Borrower of a general assignment for the benefit of creditors; (g) The insolvency of the Borrower statute or the Borrower's failure to pay his or her debts as they become due; (h) Any attachment or like levy on any property of the Borrower; or (i) The occurrence of an event of default under the Stock Pledge Agreement securing this Noteotherwise.