Under what conditions can Big O Tires accelerate payments upon default?

Time is of the essence hereof and all obligations hereunder shall be timely performed in accordance with the provisions hereof. At the option of Holder, the payment of all principal, interest and all other sums due and owing in accordance with the terms of this Note or pursuant to the terms of the other Loan Documents, will be accelerated and such principal, interest and other amounts shall be immediately due and payable, without notice or demand, except as provided for herein, upon the occurrence of any one or more of the following events of default (each such occurrence an "Event of Default"):

Maker's failure to pay any amount required to be paid under this Note, or under any of the other Loan Documents, on or before its due date, if such failure remains uncured upon the expiration of five (5) days after written notice thereof is given by Holder to Maker, whether pertaining to periodic interest payments, to payment at maturity or when accelerated pursuant to any power to accelerate;

Failure of Maker to timely perform or observe any non-monetary term, covenant, condition or obligation contained in this Note or the other Loan Documents, if such failure remains uncured upon expiration of thirty (30) days after written notice thereof is given by Holder to Maker, provided that such thirty (30) day period may be extended by Holder for a reasonable period if, in the sole judgment of Holder:

• a.

Maker commences and diligently pursues all actions necessary to cure such default immediately upon receipt of Holder's written notice; and

• b.

Maker posts such additional security for Maker's performance as Holder deems satisfactory in Holder's reasonable discretion;

Default shall occur under the Franchise Agreement for the Big O Tires Store, or any other related agreement with Holder, or any of the agreements with the National Advertising Fund and/or the Local Fund;

Maker shall default in any payments of accounts payable, principal or interest, or any other obligation owed to Big O Tires, LLC and/or its affiliates and/or any third party, and shall fail to cure such default within any applicable cure period;

A case or proceeding shall have been commenced against Maker in a court having competent jurisdiction seeking a decree or order in respect of such party, (i) under any applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Maker or of any substantial part of any of its or their properties, or (iii) ordering the winding-up or liquidation of the affairs of, and such case or proceeding shall remain undismissed or unstayed for 30 consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding;

Source: Item 23 — RECEIPTS (FDD pages 102–535)