Common use of Remedies on Default Etc Clause in Contracts

Remedies on Default Etc. In case any one or more Defaults or Events of Default shall occur and be continuing, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for the holders of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such further amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. In case any one or more Defaults or Events If an Event of Default shall occur have occurred and shall be continuing, Lender may (in addition to any other rights Lender may have under this Loan Agreement or the holder Note) proceed to (i) terminate its Loan Agreement, (ii) declare the entire unpaid aggregate principal amount of the then outstanding loan balance owed to Lender to be forthwith due and payable, whereupon the same, both as to principal and interest, shall become forthwith due and payable, without presentment, demand, protest, or notice of any Note at the time outstanding may kind, all of which are hereby expressly waived, and/or (iii) proceed to protect and enforce the rights of such holder Lender by an a suit in equity, action at law, suit in equity law or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Noteherein, or for an injunction against a violation of any of the terms hereof or thereof, thereof or in aid of the exercise of any right, power or remedy granted hereby or thereby or by law law, equity, statute, or otherwise. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for the holders of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company Borrower shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof Lender such further amount amounts as shall be sufficient to cover the cost and expenses expense of collectionany action taken by Lender to protect and enforce such rights upon an Event of Default, including, including (without limitation, ) reasonable attorneys' attorney fees, expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note Lender in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holderLender's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof hereby shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. In case any one or more Defaults or Events of Default shall occur and be are continuing, the holder of any Note at the time outstanding may Agent shall be entitled to proceed to protect and enforce the rights of such holder the Banks by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Noteany Revolving Loan Documents, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiselaw. The Company agrees Without limiting the generality of the foregoing, the Agent shall be entitled (i) to pay exercise all reasonable costs of the rights and expenses (remedies of a secured party under the U.C.C. with respect to the Collateral including, without limitation, those described in the reasonable fees Security Documents and out-of-pocket expenses (ii) to exercise all rights and remedies of (a) prior a creditor available at law and equity with respect to the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for the holders of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunderLeased Real Property. In case of a default in the payment of any principal of or premium, if anyinterest on the Notes, or interest on in the payment of any Notefee or other amount due hereunder, the Company Borrowers will pay to the holder thereof Banks such further amount as shall be sufficient to cover the cost and expenses expense of collection, including, without limitation, reasonable attorneys' fees, including allocated cost of in-house counsel expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note the Banks or the Agent in exercising any right, power or remedy right shall operate as a waiver thereof or otherwise prejudice such holderthe Agent or any Bank's rights, powers or remedies. No right, power or remedy right conferred by this Agreement any Revolving Loan Document upon the Agent or by any Note upon any holder thereof of the Banks shall be exclusive of any other right, power or remedy right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. In case any one or more Defaults Events of Default or Potential Events of Default shall occur and be continuing, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. The Company agrees to pay all reasonable costs and expenses (including, without limitation, (a) the reasonable fees and out-of-pocket expenses of (a) of, prior to the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and agent for the holders of the Notes and one (b1) additional legal counsel for the holder of the Notes and, following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent agent for the holders of the Notes and one (1) additional legal counsel for each of the holders of the NotesNotes and (b) the fees and Administrative Expenses (as such term is defined in the Collateral Agency Agreement) of the Collateral Agent under the Collateral Agency Agreement and the other Operative Agreements)) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company hereunder shall constitute an obligation of the Company pursuant to the Notes, and shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such further amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. In case any one or more Defaults or Events After an Event of Default shall occur and be continuinghas ------------------------ occurred, the holder Company shall promptly notify all of any Note at the time outstanding may proceed to protect and enforce holders of the rights Notes in writing of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseoccurrence. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to Upon the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (b) following the occurrence and during the continuance of "Default Amount"). If an Event of DefaultDefault specified in clause (f) or (g) of Subsection 9.1 occurs, one (1) legal counsel for the Collateral Agent Default Amount shall ipso facto become and one (1) additional legal counsel for each be immediately due and payable without any declaration or other act on the part of any of the holders of the Notes) incurred by the Collateral Agent or the . The holders of the Notes a majority in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders aggregate principal amount of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal Notes, by written notice to the maximum rate in effect and permitted hereunder. In case Company, may rescind any Declaration if all Events of a default in Default then continuing (other than any Events of Default with respect to the payment nonpayment of any principal of or premium, if any, or interest on any NoteNote which has become due solely as a result of such Declaration) have been cured. In addition, if holders of a majority in aggregate principal amount of Notes make a Declaration which is not rescinded, any holder of any of the Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of principal or interest on the Notes or to enforce the performance of any provision hereunder or under the Notes or the other Transaction Documents. The Company will hereby agrees to pay to the holder thereof such further amount as shall be sufficient to cover the cost on demand reasonable costs and expenses of collectionexpenses, including, including without limitation, limitation reasonable attorneys' fees, expenses and disbursements, to the extent not Incurred or paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of by any holder of any Note the Notes in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice enforcing such holder's rights, powers or remediesholders rights upon the occurrence of an Event of Default. No rightprovision of this Agreement, power the other Transaction Documents or remedy conferred by this Agreement the Notes shall alter or by any Note upon any holder thereof shall be exclusive impair the obligation of any other rightthe Company, power or remedy referred which is absolute and unconditional, to herein or therein or now or hereafter available pay the principal and interest on the Notes at lawthe times, places and rates, and in equity, by statute or otherwisethe currency provided.

Remedies on Default Etc. In case any one or more Defaults or Events After an Event of Default shall occur and be continuinghas occurred, the holder Company shall promptly notify all of any Note at the time outstanding may proceed to protect and enforce holders of the rights Notes in writing of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseoccurrence. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to Upon the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (b) following the occurrence and during the continuance of "Default Amount"). If an Event of DefaultDefault specified in clause (f) or (g) of Subsection 9.1 occurs, one (1) legal counsel for the Collateral Agent Default Amount shall ipso facto become and one (1) additional legal counsel for each be immediately due and payable without any declaration or other act on the part of any of the holders of the Notes) incurred by the Collateral Agent or the . The holders of the Notes a majority in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders aggregate principal amount of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal Notes, by written notice to the maximum rate in effect and permitted hereunder. In case Company, may rescind any Declaration if all Events of a default in Default then continuing (other than any Events of Default with respect to the payment nonpayment of any principal of or premium, if any, or interest on any NoteNote which has become due solely as a result of such Declaration) have been cured. In addition, if holders of a majority in aggregate principal amount of Notes make a Declaration which is not rescinded, any holder of any of the Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of principal or interest on the Notes or to enforce the performance of any provision hereunder or under the Notes or the other Transaction Documents. The Company will hereby agrees to pay to the holder thereof such further amount as shall be sufficient to cover the cost on demand reasonable costs and expenses of collectionexpenses, including, including without limitation, limitation reasonable attorneys' fees, expenses and disbursements, to the extent not Incurred or paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of by any holder of any Note the Notes in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice enforcing such holder's rights, powers or remediesholders rights upon the occurrence of an Event of Default. No rightprovision of this Agreement, power the other Transaction Documents or remedy conferred by this Agreement the Notes shall alter or by any Note upon any holder thereof shall be exclusive impair the obligation of any other rightthe Company, power or remedy referred which is absolute and unconditional, to herein or therein or now or hereafter available pay the principal and interest on the Notes at lawthe times, places and rates, and in equity, by statute or otherwisethe currency provided.

Remedies on Default Etc. In case any one or more Defaults or Events Subject to subsection 8.3, (a) if an ------------------------ Event of Default shall occur and be continuing, the holder Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement, all rights and remedies of a secured party under the applicable Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any Note at kind (except any notice required by law referred to below) to or upon the time outstanding Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Notecircumstances forthwith collect, receive, appropriate and realize upon the Collateral, or for an injunction against a violation any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the terms hereof foregoing), in one or thereofmore parcels at public or private sale or sales, at any exchange, broker's board or in aid office of the exercise Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any power granted hereby or thereby or by law or otherwisecredit risk. The Company agrees Lender shall have the right upon any such public sale or sales, and, to pay the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. The Lender shall apply the net proceeds of any action taken by it pursuant to this Section, after deducting all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior every kind incurred in connection therewith or incidental to the occurrence and during the continuance care or safekeeping of an Event any of Default, one (1) legal counsel for the Collateral Agent and for or in any way relating to the holders Collateral or the rights of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted Lender hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such further amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses fees and disbursements, to the extent not paid pursuant payment in whole or in part of the Borrower Obligations, first, to the preceding paragraph. No course payment of dealing and no delay any Borrower Obligations other than principal or ----- interest, second, to the payment of all interest accrued on the part Loans, and ------ third, to the payment of any holder the outstanding principal of any Note the Loans, in exercising any rightinverse ----- order of the dates on which such Loans were advanced, power or remedy shall operate as a waiver thereof or otherwise prejudice and only after such holder's rights, powers or remedies. No right, power or remedy conferred application and after the payment by this Agreement or by any Note upon any holder thereof shall be exclusive the Lender of any other right, power or remedy referred to herein or therein or now or hereafter available at amount required by any provision of law, in equityincluding, without limitation, Section 9-504(1)(c) of the Code, need the Lender account for the surplus, if any, to the Lender. To the extent permitted by statute applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by them of any rights hereunder, except to the extent arising as a result of the gross negligence or otherwisewillful misconduct of the Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Remedies on Default Etc. In case any one or more Defaults or Events After an Event of Default shall occur and be continuinghas occurred, the holder Company shall promptly notify all of any Note at the time outstanding may proceed to protect and enforce holders of the rights Notes in writing of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwiseoccurrence. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to Upon the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (b) following the occurrence and during the continuance of "Default Amount"). If an Event of DefaultDefault specified in clause (g) or (h) of Subsection 8.1 occurs, one (1) legal counsel the Default Amount shall become and be immediately due and payable without the need for any declaration or other act on the Collateral Agent and one (1) additional legal counsel for each part of any of the holders of the Notes) incurred by the Collateral Agent or the . The holders of the Notes a majority in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders aggregate principal amount of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal Notes, by written notice to the maximum rate in effect and permitted hereunder. In case Company, may rescind any Declaration if all Events of a default in Default then continuing (other than any Events of Default with respect to the payment nonpayment of any principal of or premium, if any, or interest on any NoteNote which has become due solely as a result of such Declaration) have been cured. In addition, any holder of any of the Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of principal or interest on the Notes or to enforce the performance of any provision hereunder or under the Notes or the other Transaction Documents. The Company will hereby agrees to pay to the holder thereof such further amount as shall be sufficient to cover the cost on demand reasonable costs and expenses of collectionexpenses, including, including without limitation, limitation reasonable attorneys' fees, expenses and disbursements, to the extent not Incurred or paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of by any holder of any Note the Notes in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice enforcing such holder's rights, powers or remediesholders rights upon the occurrence of an Event of Default. No rightprovision of this Agreement, power the other Transaction Documents or remedy conferred by this Agreement the Notes shall alter or by any Note upon any holder thereof shall be exclusive impair the obligation of any other rightthe Company, power or remedy referred which is absolute and unconditional, to herein or therein or now or hereafter available pay the principal and interest on the Notes at lawthe times, places and rates, and in equity, by statute or otherwisethe currency provided.

Remedies on Default Etc. In case any one or more Defaults or Events of Default shall occur and be continuingcontinuing and acceleration of this Note or any other indebtedness of the Payor to the Payees shall have occurred, the holder of any Note at the time outstanding may each Payee may, among other things, proceed to protect and enforce the its rights of such holder by an action at law, suit in equity or other appropriate proceedingProceeding, whether for the specific performance of any agreement contained herein or the Financing Documents or Series A Documents (as defined in the Purchase Agreement) between the Payor and such NotePayee, or for an injunction against a violation of any of the terms hereof or thereof, thereof or in aid and of the exercise of any power granted hereby or thereby or by law Law. No right conferred upon each Payee hereby or otherwise. The Company agrees to pay all reasonable costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of (a) prior to the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and for the holders of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such further amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Purchase Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Conversion of this Note. ----------------------- If the closing of an Equity Financing occurs prior to the Maturity Date, the Payees may elect, in their sole discretion, by delivering notice to the Payor within 5 Business Days of delivery by the Payor to the Payees of the final term sheet with respect to such Equity Financing, to convert all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon (the "Subject Amount"), into the number of shares of Securities issued in such Equity Financing equal to the quotient obtained by dividing: (i) the portion of the Subject Amount specified by the Payees to be so converted by (ii) the lowest price per equity Security paid in such Equity Financing; provided, however, that the Payees may not elect to convert all or any portion of the Subject Amount to the extent that such conversion will violate any law, rule, regulation or requirement applicable to the Payor, including any rule or requirement of the NASDAQ Stock Market or any other exchange or market on which any of the Payor's Securities may be listed. If the Payees exercise their right not to convert, or are prevented from exercising their right to convert pursuant to the proviso in Section 4(a) above, all or any portion of the principal amount of this Note and the accrued and unpaid interest thereon in connection with the closing of an Equity Financing occurring prior to the Maturity Date (the "Excluded Amount"), then, upon the request of the Payees at any time thereafter, the Excluded Amount shall be immediately paid by the Payor to each Payee in accordance with the percentage allocation set forth opposite such ▇▇▇▇▇'s name on Schedule 1 hereto by wire transfer of immediately available funds to a bank account designated by each Payee. The Payor shall provide the Payees with at least ten days' prior written notice of the anticipated closing of any Equity Financing.