Section 3. Repayment. Unless accelerated pursuant to Section 6 or prepaid by the Maker pursuant to Section 4, the aggregate outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, shall be due and payable on March 15, 2024. Upon the payment in full by the Maker of the principal balance on this Note, interest accrued thereon and all other amounts owing hereunder, this Note shall be deemed terminated.
Section 4. Voluntary Prepayment. Subject to Section 7(d), the Maker may, at any time and from time to time without premium or penalty, prepay all or any portion of the outstanding principal amount of this Note.
Section 5. Events of Default. The occurrence of any of the following shall constitute an Event of Default under this Note; provided, however, that Holder shall act in good faith to not induce an Event of Default:
(a) The Maker shall fail to pay when due any principal, interest or other payment required under the terms of this Note and such failure continues for five (5) Business Days after the original due date;
(b) Any representation or warranty made or deemed made by or on behalf of the Maker or the Guarantor in or in connection with this Note, the Guaranty, the Pledge Agreement or any amendment, modification or waiver hereof or thereof, or in any report, certificate, instrument or other document furnished pursuant to or in connection herewith or therewith, shall prove to have been incorrect or misleading in any material respect when made or deemed made;
(c) The Maker or the Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Note, the Guaranty or the Pledge Agreement (other than as specified in Section 5(a)) and such failure shall continue unremedied for a period of 30 days after the earlier of (i) notice thereof from the Holder or any holder of any Other Note and (ii) the date the Maker or the Guarantor had actual knowledge of such failure;
(d) This Note, the Guaranty or the Pledge Agreement, or any provision of any of the foregoing, shall cease to be in full force and effect and valid, binding and enforceable in accordance with its terms against the Maker or the Guarantor, as applicable, or shall be repudiated by any of them, or the Pledge Agreement shall cease to create a valid and perfected lien of the priority required thereby on any of the collateral purported to be covered thereby, or the Maker or the Guarantor shall so state in writing;
(e) An Insolvency Event (as defined in the Pledge Agreement) shall occur with respect to the Maker or the Company;
(f) The Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (vi) take any action for the purpose of effecting any of the foregoing;
(g) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Guarantor, or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Guarantor or any of its subsidiaries, if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 60 days of commencement; or