Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default hereunder: (a) Failure of any payment Guarantor to pay any Guaranteed Obligations upon receipt of principal of demand by the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Trustee to such Guarantor given in accordance with the terms of this Agreement and the Note;Section 20 hereof. (b) any payment The dissolution or liquidation of interest on the Loans a Guarantor or the Note filing by a Guarantor of a voluntary petition in bankruptcy, or the entry of any order or decree granting relief in any involuntary case commenced against a Guarantor under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be paid when and as due (whether at maturity, by reason of acceleration discharged or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured denied within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 90 days after receipt of written notice thereof from the Lenderfiling thereof, or any representation or warranty contained herein or therein if a Guarantor shall at any time prove admit in writing its inability to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerpay its debts generally as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or liquidator of a Guarantor shall be appointed in any proceeding brought against the like Guarantor and shall not be discharged within 90 days after such appointment or if a Guarantor shall consent to such appointment, or assignment by the Guarantor of the Borrower or for all or any part substantially all of its property, or the Borrower shall make a general assignment assets for the benefit of its creditors, or the Borrower shall failentry by the Guarantor into an agreement of composition with its creditors with respect to all or substantially all of its assets, or admit a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against a Guarantor under any applicable bankruptcy, reorganization or analogous law as now or hereafter in writing its inabilityeffect and if initiated against the Guarantor shall remain undismissed (subject to no further appeal) for a period of 90 days; provided, to paythe term “dissolution or liquidation of a Guarantor,” as used in this subsection, or generally shall not be paying, construed to include the cessation of the existence of a Guarantor resulting either from a merger or consolidation of the Guarantor into or with another entity or a dissolution or liquidation of the Guarantor following a transfer of all or substantially all of its debts assets as they become duean entirety; then during the continuance of any and provided further that an Event of Default shall not be triggered under this Subsection (other b) if the Company and the unaffected Guarantor or Guarantors shall continue to own more than 50% of the consolidated assets of the Company and the Subsidiaries. (c) If any representation made by a Guarantor contained in this Guaranty was false or misleading in any material respect at the time it was made or delivered. Whenever an Event of Default specified shall have happened and be continuing, (a) the Trustee in clause (d) above), the Lender manner provided in Section 7.1 of the Indenture may by written notice to declare the Borrower declare, in whole or from time to time in part, the entire unpaid principal of, or redemption premium, if any, and accrued interest onon the Bonds to be immediately due and payable, and (b) the Loans Trustee may, in its discretion, or shall upon the written request of the Holders of 66 2/3% in principal amount of Bonds then Outstanding, take whatever action at law or in equity as may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or to enforce observance or performance of any covenant or agreement of the Guarantors under this Guaranty. In case the Trustee shall have proceeded to enforce this Guaranty and such proceedings shall have been discontinued or abandoned for any reason, then and in every such case each Guarantor and the Note Trustee, subject to any determination in any applicable proceeding, shall be restored respectively to their several positions and rights hereunder, and all other amounts owing hereunder to berights, remedies and powers of the Guarantors and the Loans and the Note and Trustee shall continue as though no such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateproceeding had been taken.

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) a. the Borrower shall fail to make the payment of any amount of any principal outstanding after the date such payment shall become due and payable hereunder; or b. the Borrower shall fail to make any payment of interest after the date such interest shall become due and payable hereunder; or c. any representation, warranty, covenant or certification made by the Borrower herein, in the Notes, any other Loan Document or in any certificate or financial statement shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or d. the Borrower or any of its subsidiaries shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness for borrowed money (the Loans “Indebtedness”) (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness of all such persons is in excess of $100,000, whether such Indebtedness now exists or shall hereinafter be created, and such default entitles the Note holder thereof to declare such indebtedness to be due and payable, and such indebtedness has not been discharged in full or such acceleration has not been stayed, rescinded or annulled within twelve (12) business days of such acceleration, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or e. A judgment or order for the payment of money shall be rendered against the Borrower or any subsidiary in excess of $100,000 in the aggregate (net of any applicable insurance coverage) for all such judgments or orders against all such persons (treating any deductibles, self insurance or retention as not so covered) that shall not be paid when discharged, and as due all such judgments and orders remain outstanding, and there shall be any period of thirty (whether at maturity30) consecutive days following entry of the judgment or order in excess of $100,000 or the judgment or order which causes the aggregate amount described above to exceed $100,000 during which a stay of enforcement of such judgment or order, by reason of acceleration a pending appeal or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note , shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;effect; or (c) f. the Borrower shall default in (i) apply for or consent to the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyproperty or assets, or the Borrower shall (ii) admit in writing its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (vi) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or g. a proceeding or case shall be commenced in respect of the Borrower or any of it’s subsidiaries without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the Borrower shall faillike of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified case described in clause (d) abovei), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under the Lender may by written notice Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against the Borrower or any of its subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Borrower declareor any of its subsidiaries and shall continue undismissed, or unstayed and in whole effect for a period of thirty (30) consecutive days; or h. The occurrence of any event which has a Material Adverse Effect. THEN, Lenders may, at their election and without demand or from time to time in partnotice of any kind, which are hereby waived, declare the principal ofunpaid balance of the Notes, and accrued interest onthereon, immediately due and payable, proceed to collect the Loans same, and the Note exercise any and all other amounts owing hereunder to berights, powers and remedies given it by this Agreement, the Notes and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified Loan Documents or otherwise at law or in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateequity.

Events of Default Remedies. If In case anyone or more of the following events, herein termed “events of default”, shall happen: (a) the Shipowner fails to pay on the date due any payment of principal in respect of the Indebtedness hereby secured as provided herein or the Shipowner fails to pay within three (3) Business Days of the date due any payment of interest or any Commitment Commission or any other amount owing under the Subsidiaries Guaranty; or (b) the statements in Article I shall prove to have been untrue when made in a material way; or (c) a default in the due and punctual observance and performance of any of the following events provisions of Sections ▇, ▇, ▇, ▇, ▇(each▇), ▇▇, ▇▇, ▇▇(▇), (▇), (▇), (▇) and (j), 16 or 17 of Article II hereof shall have occurred and be continuing; or (d) a breach or omission in the due and punctual observance of any of the other covenants and conditions herein required to be kept and performed by the Shipowner and such breach or omission shall continue for 30 days after the day the Shipowner first knew or should have known of such breach or omission; or (e) an “Event of Default”) Default shall have occurred and be continuing under the Credit Agreement; or (f) a payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and be continuing; or (g) any notice shall have been issued by the government or any bureau, department, officer, board or agency thereof of the country of registry of the Vessel to the effect that the Vessel is subject to cancellation from such registry or the certificate of registry of the Vessel is subject to revocation or cancellation for any reason whatsoever whatsoever, and such notice shall not have been cancelled or annulled on or before seven (whether voluntary 7) Business Days prior to the date set forth in such notice for such cancellation or involuntary, arising or effected by operation of law or otherwise):revocation; or (ah) any payment the Vessel shall be cancelled from the country of principal registry of the Loans Vessel or the Note certificate of registry of the Vessel is revoked or cancelled for any reason whatsoever; then: the security constituted by this Mortgage shall become immediately enforceable and that without limitation, the enforcement remedies specified can be exercised irrespective of whether or not the Mortgagee has exercised the right of acceleration under the Credit Agreement or any of the other Credit Documents and the Mortgagee shall have the right to: (i) Declare all the then unpaid Indebtedness hereby secured to be paid when due and as payable immediately, and upon such declaration, the same shall become and be immediately due (whether at maturityand payable provided, however, that no declaration shall be required if an event of default shall have occurred by reason of acceleration a default under Section 10.05 of the Credit Agreement, then and in such case, the Indebtedness hereby secured shall become immediately due and payable on the occurrence of such event of default without any notice or demand; (ii) Exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the provisions of the laws of the country of registry of the Vessel or of any other jurisdiction where the Vessel may be found; (iii) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise; (iv) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel; (v) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (vi) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given them to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner; (vi) Without being responsible for loss or damage, the Mortgagee may sell the Vessel upon such terms and conditions as to the Mortgagee shall seem best, free from any claim of or by the Shipowner, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address and to any other registered mortgagee, twenty (20) calendar days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in daily newspapers of general circulation published in the City of New York, State of New York; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any sale. The Shipowner agrees that any sale made in accordance with the terms of this Agreement and the Noteparagraph shall be deemed made in a commercially reasonable manner insofar as it is concerned; (bvii) any payment Require that all policies, contracts, certificates of interest on entry and other records relating to the Loans insurance with respect to the Vessel, including, but not limited to, those described in Article II, Section 13 hereof (the “Insurances”) (including details of and correspondence concerning outstanding claims) be forthwith delivered to or to the Note shall not be paid when and as due (whether at maturity, by reason order of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysMortgagee; (cviii) Collect, recover, compromise and give a good discharge for any and all monies and claims for monies then outstanding or thereafter arising under the Borrower shall default Insurances or in respect of the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, earnings or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon requisition compensation and to that extent become, due and payable permit any brokers through whom collection or recovery is effected to charge the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateusual brokerage therefor.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) business days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) business days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other document required to be delivered pursuant hereto or thereto, shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.12 or in Article VI or in Article VII of this Agreement; provided any default under Section 7.01 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and/or Term A Commitments, until the date on which any Revolving Loans or Term A Loans have occurred been accelerated, and be continuing the Revolving Commitments or Term A Commitments have been terminated, in each case, by the Required TLA Lenders or Required Revolving Lenders, as applicable; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of Commitments or acceleration of the Loans pursuant to this Section 8.01; (g) an involuntary proceeding, corporate action, legal proceeding or other procedure or step shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the Note appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization, bankruptcy, administration, winding up, deregistration, suspension of payments or other relief under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator, administrator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid when in full within any applicable period for payment) and as due there is a period of sixty (whether at maturity, 60) consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $40,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement or (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (iii) as a result of the NoteCollateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (bm) any payment material provision of interest on the Loans this Agreement or the Note any other Loan Document shall not for any reason cease to be paid when in full force and effect except as due (whether at maturityexpressly permitted hereunder or thereunder, by reason or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of acceleration or otherwise) and any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in either which case seeking relief under any Bankruptcy Lawprincipal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable Law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA Lenders or Required Revolving Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders or Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Letters of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCredit.

Events of Default Remedies. If any of the following follow- ing events (each, an “Event of Default”) shall have occurred occur and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):continuing: (ai) The Company or any payment of principal of the Loans Subsidiary shall fail to pay when due any amount payable to Obligee hereunder or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note;under any other Transaction Document; or (b) Any representation or warranty made or deemed made by the Company or any payment of interest on the Loans its Subsidiaries herein or the Note shall not be paid when and as due (whether in any other Transaction Document or which is contained in any cer- tificate, document or financial or other statement furnished at maturity, by reason of acceleration any time under or otherwise) and in accordance connection with the terms of this Agreement and shall prove to have been incorrect in any material respect on or as of the Note, and such default is not cured within two days;date made or deemed made; or (c) the Borrower The Company shall default in the observance or performance of any agreement contained in Section 7; or (d) The Company or any Subsidiary shall default in the observance or performance of any other term, covenant or agreement contained hereinin this Agreement (other than as provided in paragraphs (a) through (c) of this Section) or in any other Transaction Docu- ment, and such default shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madethirty (30) days; or (de) a case The Company shall fail to pay any obligations under the Foothill Loan Documents or proceeding any principal of or inter- est on any Unsecured Cash Flow Notes (whether at scheduled ma- turity or by required prepayment, acceleration, demand or oth- erwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such obligation under the Foothill Loan Documents or any Unsecured Cash Flow Notes; or (f) Any Foothill Debt or any Unsecured Cash Flow Notes shall be commenced against the Borrowerdeclared to be due and payable, or required to be prepaid (other than by a regularly scheduled required pre- payment), prior to the Borrower stated maturity thereof; or (g) Any Subsidiary of the Company shall fail to pay any principal of, or interest on, any Indebtedness or any Guar- antee Obligation (other than any Guarantee Obligation created pursuant to any Transaction Document) in excess of $1,000,000, when due and payable (whether at scheduled maturity or by re- quired prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument under which such Indebtedness or Guarantee Obligation was created and, if such agreement or instrument permits the acceleration of the matu- rity of such Indebtedness or Guarantee Obligation as a result of such failure, such Indebtedness or Guarantee Obligation shall be declared to be due and payable, or required to be pre- paid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or any such Indebtedness or Guarantee Obligation shall be declared to be due and pay- able, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity; or (h) The Company shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Secured Instrument, the Foothill Debt, or any Unsecured Cash Flow Notes) or in the payment of any Guarantee Obligation in excess of $1,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; or (i) The Company or any of its Subsidiaries shall commence a voluntary any case, in either case seeking relief proceeding or other action (A) under any Bankruptcy Lawexisting or future law of any jurisdiction, in each case as now domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or the Borrower shall apply for, consent toseeking to adjudicate it a bankrupt or insolvent, or fail seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other re- lief with respect to contestit or its debts, the appointment or (B) seeking appoint- ment of a receiver, liquidatortrustee, custodian, trustee custodian or the like of the Borrower other similar of- ficial for it or for all or any substantial part of its propertyassets, or the Borrower Company or any of its Subsidiaries shall make a general assignment for the benefit of its creditors, or (ii) there shall be commenced against the Borrower shall failCompany or any of its Subsidiar- ies any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days, or (iii) there shall be commenced against the Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, dis- traint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) the Company or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above, or (v) the Company or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inabilityinability to, to pay, or generally not be paying, pay its debts as they become due, provided that the Company or any of its Sub- sidiaries may admit in writing that it is "insolvent" as such term is defined in, and for purposes of, Section 108(a)(1)(8) of the Code, or (vi) the Company or any of its Subsidiaries shall cause to be reinstated the Reorganization Proceedings; then during or (j) The Confirmation Order shall be reversed, with- drawn, modified (in any manner adverse to the continuance Company or any of its Subsidiaries), or any Event rehearing shall be ordered with re- spect thereto by the Bankruptcy Court or by any court having jurisdiction over the Company; or (i) There occurs one or more events or condi- tions described in Section 4.12 which individually or in the aggregate result in liability of Default the Company or any Commonly Controlled Entity in excess of $4,600,000; or the present value of all accrued benefits under each Single Employer Plan (based on the reasonable assumptions used by the independent actuary for such Plan for purposes of establishing the minimum funding requirements under Section 412 of the Code), as of the last annual valuation date, exceed the value of the assets of such plan allocable to such accrued benefits, individually or in the aggregate for all Single Employer Plans with respect to which the value of the assets exceed the present value of the accrued benefits, by more than $4,600,000; or (l) One or more judgments or decrees shall be en- tered against the Company or any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by in- surance) of $500,000 or more in the case of the Company or any of its Subsidiaries and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) Any Subsidiary Guaranty or any Security Document shall cease, for any reason, to be in full force and effect or the Company or any of its Subsidiaries, as the case may be, party thereto shall so assert in writing, or (ii) any Security Document shall cease to be effective to grant a per- fected Lien on the collateral described therein with the prior- ity purported to be created thereby (other than as a result of any action or inaction on the part of the Obligee or their agents or bailees or other than with respect to Collateral hav- ing an aggregate value of $100,000 or less); or (n) Other than the Obligee or any Affiliate of the Obligee and any Person acting in concert with the Obligee or any Affiliate of the Obligee, any Person that is not a transferee of the Obligee or of any Affiliate of the Obligee or two or more such Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of 30% or more of the outstanding Capital Stock of the Company, or fewer than three members of the Board of Directors of the Company shall be a designee of the Obligee, other than as a result of the Obligee's failure to nominate a successor to a designee who has resigned or been removed for cause; or (o) Any event or change shall occur that has caused or evidences, either in any case or in the aggregate, a Mate- rial Adverse Effect; or (p) The Total Unsecured Claims shall exceed $1.5 Billion; or (q) The Company or Special Subsidiary shall default in the observance or performance of any agreement contained in Section 3.7; then, and in any such event: (A) if such event is an Event of Default specified in clause (di), (ii), (iv), (v) or (vi) of Section 8.1(i) above), automatically the Lender may by written notice to entire amount of the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note Secured Instrument and all other amounts owing hereunder to beunder this Agreement and the Secured Instrument shall immediately become due and payable in full, which amount shall accrue interest or dividends, as applicable, at the Default Rate as well before as after judgment, and the Loans Obligee and the Note Collateral Agent shall have all rights and such other amounts shall thereupon and to that extent become, due and payable remedies given to the Lender. During Obligee and Collateral Agent pursuant to the continuance Security Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by law; and (B) if such event is any other Event of Default specified in clause (d) aboveDefault, automatically and without any the Obligee may, by notice of default to the BorrowerCompany, declare the principal of, and accrued interest on, entire amount of the Loans and the Note Secured Instrument and all other amounts payable hereunder shall owing under this Agreement and the Secured Instrument to be due and payable in full, which amount shall accrue interest or dividends, as applicable, at the Default Rate as well before as after judg- ment, and the Obligee and Collateral Agent shall have all rights and remedies given to the Lender Obligee and Collateral Agent pursuant to the Commitment Security Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall terminatebe cumulative and non-exclusive, to the extent permitted by law.

Events of Default Remedies. If any of the following events (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) any payment of Borrower shall fail to pay any principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) and in accordance with the terms of this Agreement and the NoteBusiness Days; (b) any payment of Borrower shall fail to pay any interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysfailure shall continue unremedied for a period of five (5) Business Days; (c) the Borrower shall default in the performance any representation, warranty or observance certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other termdocument required to be delivered pursuant hereto or thereto, covenant shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained hereinin Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.11 or in Article VI or in Article VII of this Agreement; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such default failure shall continue without cure unremedied for a period of 30 thirty (30) days after receipt of written notice thereof from the LenderAdministrative Agent to the Parent Borrower; (f) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any representation Swap Agreement, termination events or warranty contained herein equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or therein shall at any time prove Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to have been incorrect any termination of Commitments or misleading in any material respect when made; oracceleration of the Loans pursuant to this Section 8.01; (dg) a case an involuntary proceeding, corporate action, legal proceeding or proceeding other procedure or step shall be commenced against the Borroweror an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration, a suspension or moratorium of payments, dissolution of or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any federal, state, provincial, territorial or other applicable bankruptcy, insolvency, receivership, arrangement, liquidation, reorganization or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the appointment of a receiver, interim receiver, receiver manager, trustee, liquidator, administrator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official or a creditor’s committee for any Borrower shall commence or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a voluntary substantial part of its assets, and, in any such case, in either case such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization (by way of voluntary arrangement, scheme of arrangement or similar), bankruptcy, administration, winding up, deregistration, a suspension or moratorium of payments, creditor arrangement, compromise or similar or other relief under any Bankruptcy Lawfederal, in each case as state or other applicable bankruptcy, insolvency, receivership, arrangement, liquidation, reorganization or similar law now or hereafter in effect, or (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, interim receiver, receiver manager, trustee, liquidator, administrator, custodian, trustee administrative recovery compulsory manager, sequestrator, conservator, administrator or the like of the similar official or a creditor’s committee for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or the Borrower shall (v) make a general assignment for the benefit of its creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, or the Borrower shall fail, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid in full within any applicable period for payment) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment by reason of a pending appeal, payment or otherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $10,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement, (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement, (iii) as a result of the Collateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file UCC continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (m) any material provision of this Agreement or any other Loan Document shall for any reason cease to be in full force and effect except as expressly permitted hereunder or thereunder, or any Borrower or any other Loan Party shall so state in writing, in each case, other than in connection with a release of any Guarantee in accordance with the terms of this Agreement; then or (n) a Change of Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in case of any event with respect to any Borrower described in clause (g) or (h) of this Section 8.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender Administrative Agent may (and if directed by written notice the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Borrower declareAdministrative Agent, for the benefit of the Secured Parties, to secure payment and performance of the Obligations in whole or from time to time in part, accordance with the principal of, terms of the Loan Documents and accrued interest on, the Loans and the Note exercise any and all other amounts owing hereunder to berights and remedies afforded by applicable Law, and by any of the Loans and the Note and such other amounts shall thereupon and to that extent becomeLoan Documents, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) aboveby equity, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateor otherwise.

Events of Default Remedies. If Should any of the following events occur (each, any such event being referred to as an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (ai) Default by Borrower in the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any payment default or event of principal default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loans Loan Documents, or the Note in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall not be paid untrue or incorrect in any material respect when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notemade; (bvi) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance payment when due (whether at stated maturity, by acceleration or observance otherwise) of $100,000 or more of any other Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained hereinin any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall continue without cure permit the holders of such Indebtedness for a period Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein Control shall at any time prove to have been incorrect or misleading in any material respect when made; oroccur; (dix) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now become insolvent or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general an assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any (i) All/Any of the following events (eachEvents of Default as specified and listed in Clause 14 of the Application Form, shall constitute an “Event event of Default”) default herein and shall have occurred be read and be continuing understood as part and parcel of this Agreement and shall form integral part of this Agreement and same is not being repeated here for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation the sake of law or otherwise):brevity. (aii) In the event of occurrence of any payment event of principal of default, any default by the Loans Pledgor/Borrower(s) in duly repaying/ paying the Pledgor/Borrower(s) Dues or any part thereof and/ or failure in the Pledgor(s) and/ or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwisePledgor(s) and performing its obligations in accordance with the terms provisions of this the Agreement and the Note; (b) any payment of interest on Bank shall, without the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance requirement of any other term, covenant consent or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like concurrence of the Borrower or for Pledgor(s), be entitled to do all or any part of its property, or the Borrower shall make a general assignment for following: a. to recall the benefit of its creditors, or the Borrower shall fail, or admit loan/credit facility and in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)such an event, the Lender dues shall immediately become payable; b. invoke and enforce the pledge; c. Sell or otherwise dispose of all or any of the Pledged Gold Ornaments by public auction or private contract or in such manner, at such price and on such terms and subject to such conditions as the Bank may by written notice think fit. d. The Bank shall not in any way be liable for any loss or depreciation in value of the Pledged Gold Ornaments whilst in the possession of the Bank or in the course of sale, realisation or disposal or otherwise. e. Such invocation and sale of the Pledged Gold Ornaments shall be to the Borrower declare, in whole or from time to time in part, cost of the principal of, Pledgor/Borrower(s) and accrued interest on, the Loans any shortfall arising out of such invocation and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts sale shall thereupon and to that extent become, due and payable be made good to the Lender. During Bank by the continuance of any Event of Default specified in clause (dPledgor/Borrower(s) aboveat his/ its sole costs, automatically risks and without any notice responsibility. f. Sell the pledged gold ornaments to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateassayer.

Events of Default Remedies. If any Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” hereunder: (a) Maker shall fail to pay the principal of, premium, if any, or interest on this Note, or any payment amount of principal of the Loans any fee, or the Note shall not be paid any other indebtedness owing to Holder when and as the same shall become due (and payable, whether at maturity, the due date thereof or at a date fixed for prepayment thereof or by reason of acceleration thereof or otherwise) and in accordance with the terms of this Agreement and the Note;; or (b) any payment immediately upon the termination of interest on the Loans employment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ without Cause or for Good Reason (as such terms are defined in the Note shall not be paid when Employment Agreement by and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the NoteMaker, and such default is not cured within two days;dated as of the date hereof); or (c) the Borrower Maker and/or Guarantor shall default in the performance or observance of any other termadmit to Holdings its inability to pay its debts as they mature, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderfail generally to pay its debts as they become due, or shall make an assignment for the benefit of its or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeof its creditors; or (d) a case Proceedings in bankruptcy or proceeding for reorganization of Maker and/or Guarantor or for the readjustment, arrangement, composition or adjustment of any of Maker's or Guarantor's debts under the federal bankruptcy act, as amended, or any part thereof, or under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, (i) shall be commenced by Maker and/or Guarantor, or (ii) shall be commenced against the BorrowerMaker and/or Guarantor and shall not be discharged, vacated, dismissed, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effectstayed within forty-five (45) calendar days of their commencement, or Maker and/or Guarantor shall discontinue its business or materially change the Borrower nature of its business; or (e) A receiver, liquidator or trustee shall apply for, consent tobe appointed by Maker and/or Guarantor or by Maker and/or Guarantor for any substantial part of the assets of Maker or Guarantor, or fail to contestany proceedings shall be instituted by Maker and/or Guarantor for the dissolution or the full or partial liquidation of Maker and/or Guarantor, or Maker and/or Guarantor shall discontinue its business or materially change the appointment nature of its business; or (f) Guarantor shall revoke its Guaranty or the Guaranty is otherwise terminated for any reason whatsoever; or (g) In the event of a receiver, liquidator, custodian, trustee or the like Change of Control of the Borrower or for all or any part of its property, or Maker. Upon the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any Event of Default which is not cured in a period of seven (7) calendar days, ▇▇▇▇▇▇ may declare all outstanding indebtedness hereunder to be forthwith due and payable, whereupon all indebtedness hereunder shall become and be forthwith due and payable, without presentment, demand, protest, or any other than notice of any Event kind, all of Default specified which are hereby expressly waived by Maker, anything contained herein or in clause (d) above), the Lender may by written notice any other Loan Document to the Borrower declarecontrary notwithstanding; provided, in whole or from time to time in parthowever, that upon the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified described in clause (d) aboveParagraphs 7(c), automatically and without any notice to the Borrower, the principal ofParagraph 7(d), and accrued interest onParagraph 7(e) herein, the Loans and the Note all outstanding indebtedness hereunder, including all interest, and all such other amounts payable hereunder under this Note and the other Loan Documents shall be become automatically due and payable payable, without presentment, demand, protest, or any other notice of any kind, all of which are hereby expressly waived by Maker, anything contained herein or in any Loan Document to the Lender contrary notwithstanding. The occurrence of an Event of Default under this Note shall constitute an event of default under or within the meaning of any other Loan Documents and vice versa, and shall also entitle Holder to initiate and pursue, in ▇▇▇▇▇▇'s sole discretion exercised on one or more occasions, and all and any rights and remedies available to Holder hereunder and under any of the Commitment shall terminateother Loan Documents, without notice to Maker (except as otherwise provided in any Loan Document).

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (a) a. the Borrower shall fail to make the payment of any amount of any principal outstanding after the date such payment shall become due and payable hereunder; or b. the Borrower shall fail to make any payment of interest after the date such interest shall become due and payable hereunder; or c. any representation, warranty, covenant or certification made by the Borrower herein, in the Notes, any other Loan Document or in any certificate or financial statement shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or d. the Borrower or any of its subsidiaries shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness for borrowed money (the Loans "Indebtedness") (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness of all such persons is in excess of $100,000, whether such Indebtedness now exists or shall hereinafter be created, and such default entitles the Note holder thereof to declare such indebtedness to be due and payable, and such indebtedness has not been discharged in full or such acceleration has not been stayed, rescinded or annulled within twelve (12) business days of such acceleration, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or e. A judgment or order for the payment of money shall be rendered against the Borrower or any subsidiary in excess of $100,000 in the aggregate (net of any applicable insurance coverage) for all such judgments or orders against all such persons (treating any deductibles, self insurance or retention as not so covered) that shall not be paid when discharged, and as due all such judgments and orders remain outstanding, and there shall be any period of thirty (whether at maturity30) consecutive days following entry of the judgment or order in excess of $100,000 or the judgment or order which causes the aggregate amount described above to exceed $100,000 during which a stay of enforcement of such judgment or order, by reason of acceleration a pending appeal or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note , shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;effect; or (c) f. the Borrower shall default in (i) apply for or consent to the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyproperty or assets, or the Borrower shall (ii) admit in writing its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (vi) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or g. a proceeding or case shall be commenced in respect of the Borrower or any of it's subsidiaries without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the Borrower shall faillike of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified case described in clause (d) abovei), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under the Lender may by written notice Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against the Borrower or any of its subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Borrower declareor any of its subsidiaries and shall continue undismissed, or unstayed and in whole or from time to time in parteffect for a period of thirty (30) consecutive days; or h. The occurrence of any event which has a Material Adverse Effect. THEN, the principal ofLenders may, at their election and without demand or notice of any kind, which are hereby waived, declare the unpaid balance of the Notes, and accrued interest onthereon, immediately due and payable, proceed to collect the Loans same, and the Note exercise any and all other amounts owing hereunder to berights, powers and remedies given it by this Agreement, the Notes and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified Loan Documents or otherwise at law or in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateequity.

Events of Default Remedies. If any of the The following events (each, shall each constitute an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): " hereunder: (a) Debtor shall fail to pay any Obligation within 5 Business Days after Debtor's receipt of notice that timely payment of principal of the Loans or the Note shall has not be paid when and as due been received (whether at the stated maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; ); (b) any payment of interest on the Loans representation or the Note shall not be paid when and as due (whether at maturity, warranty made by reason of acceleration or otherwise) and Debtor in accordance with the terms of this Agreement and or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the Notetime when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraph 4(b) of Rider A; (d) Debtor shall fail to observe or perform any other covenant or condition contained in this Agreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure unremedied for a period of 30 days after receipt the earlier of written the date on which Debtor obtains knowledge of such failure or the date on which notice thereof from shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default in the Lenderpayment of, or other performance under, any representation obligation for payment or warranty contained herein lease (whether or therein shall at not capitalized) or any time prove guarantee (i) to have been incorrect CIT, any affiliate of CIT or misleading to Debtor's main bank, beyond the period of grace, if any, provided with respect thereto, or (ii) to any other Person beyond the period of grace, if any, provided with respect thereto, where such obligation or amount guaranteed is in any material respect when madeexcess of $1,000,000.00; or or (df) a case complaint in bankruptcy or proceeding shall be commenced against the Borrower, for arrangement or the Borrower shall commence a voluntary case, in either case seeking reorganization or for relief under any Bankruptcy Law, insolvency law is filed by or against Debtor (and when filed against Debtor is in each case as now effect for 60 days) or hereafter in effect, or the Borrower shall apply for, consent to, or fail Debtor admits its inability to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, pay its debts as they become due; then during the continuance of any mature. If an Event of Default shall occur, CIT may, by notice of default given to Debtor, do any one or more of the following: (other than any Event of Default specified in clause a) terminate the Commitment and/or (db) above)declare the Notes to be due and payable, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, whereupon the principal ofamount of the Notes, and together with accrued interest on, the Loans and the Note thereon and all other amounts owing hereunder to be, under this Agreement and the Loans and the Note and such other amounts Notes, shall thereupon and to that extent become, become immediately due and payable to without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the Lender. During the continuance case of any Event of Default specified in clause (df) aboveof the above paragraph, automatically and such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to it, whether under this Agreement, under any other instrument or agreement securing, evidencing or relating to the BorrowerObligations, under the Code, or otherwise available at law or in equity. Without limiting the generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, receive, appropriate and realize upon the Collateral or any part thereof, and sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, the principal ofCollateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and accrued interest onat such prices as it may deem best, for cash or on credit or for future delivery without the Loans assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and, to 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 of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the Note net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all other amounts payable hereunder of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or in part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT need not give more than 10 days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Debtor shall be due liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which CIT is entitled. Debtor agrees to pay all costs of CIT, including reasonable attorneys' fees, incurred with respect to collection of any of the Obligations and payable to enforcement of any of CIT's rights hereunder. To the Lender and the Commitment shall terminateextent permitted by law, Debtor hereby waives presentment, demand, protest or any notice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If In case any one or more of the following events, herein termed "events of default", shall happen: (a) the Shipowner fails to pay within three (3) Business Days of the date due any payment in respect of the Indebtedness hereby secured as provided herein; or (b) the statements in Article I shall prove to have been untrue when made in a material way; or (c) a default in the due and punctual observance and performance of any of the following events provisions of Sections ▇, ▇, ▇, ▇, ▇(each▇), ▇▇, ▇▇, ▇▇(▇), (▇), (▇), (▇) and (j), 16 or 17 of Article II hereof shall have occurred and be continuing; or (d) a breach or omission in the due and punctual observance of any of the other covenants and conditions herein required to be kept and performed by the Shipowner and such breach or omission shall continue for 30 days after the day the Shipowner first knew or should have known of such breach or omission; or (e) an “Event of Default”) Default shall have occurred and be continuing under the Credit Agreement; or (f) a payment default by the Borrower or any of its subsidiaries under any Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and be continuing; or (g) any notice shall have been issued by the government or any bureau, department, officer, board or agency thereof of the country of registry of the Vessel to the effect that the Vessel is subject to cancellation from such registry or the certificate of registry of the Vessel is subject to revocation or cancellation for any reason whatsoever whatsoever, and such notice shall not have been cancelled or annulled on or before seven (whether voluntary 7) Business Days (as defined in the Credit Agreement) prior to the date set forth in such notice for such cancellation or involuntary, arising or effected by operation of law or otherwise):revocation; or (ah) any payment the Vessel shall be cancelled from the country of principal registry of the Loans Vessel or the Note certificate of registry of the Vessel is revoked or cancelled for any reason whatsoever; then: the security constituted by this Deed and the Mortgage shall become immediately enforceable and that without limitation, the enforcement remedies specified can be exercised irrespective of whether or not the Mortgagee has exercised the right of acceleration under the Credit Agreement or any of the other Credit Documents and the Mortgagee shall have the right to: (i) Declare all the then unpaid Indebtedness hereby secured to be paid when due and as payable immediately, and upon such declaration, the same shall become and be immediately due (whether at maturityand payable provided, however, that no declaration shall be required if an event of default shall have occurred by reason of acceleration a default under Section 10.05 of the Credit Agreement, then and in such case, the Indebtedness hereby secured shall become immediately due and payable on the occurrence of such event of default without any notice or demand; (ii) Exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the provisions of the laws of the country of registry of the Vessel or of any other jurisdiction where the Vessel may be found; (iii) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise; (iv) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel; (v) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (vi) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given them to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner; (vi) Without being responsible for loss or damage, the Mortgagee may sell the Vessel upon such terms and conditions as to the Mortgagee shall seem best, free from any claim of or by the Shipowner, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address and to any other registered mortgagee, twenty (20) calendar days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in daily newspapers of general circulation published in the City of New York, State of New York; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any sale. The Shipowner agrees that any sale made in accordance with the terms of this Agreement and the Noteparagraph shall be deemed made in a commercially reasonable manner insofar as it is concerned; (bvii) any payment Require that all policies, contracts, certificates of interest on entry and other records relating to the Loans insurance with respect to the Vessel, including, but not limited to, those described in Article II, Section 13 hereof (the "Insurances") (including details of and correspondence concerning outstanding claims) be forthwith delivered to or to the Note shall not be paid when and as due (whether at maturity, by reason order of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysMortgagee; (cviii) Collect, recover, compromise and give a good discharge for any and all monies and claims for monies then outstanding or thereafter arising under the Borrower shall default Insurances or in respect of the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, earnings or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon requisition compensation and to that extent become, due and payable permit any brokers through whom collection or recovery is effected to charge the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateusual brokerage therefore.

Events of Default Remedies. If any (a) The following events shall constitute Events of Default: (1) Shipowner or Owner Participant shall not have received within five (5) days of the following events date when due any amount of Charter Hire which is payable by Charterer to Shipowner under this Demise Charter; or (each2) Charterer shall take any action which results in a cancellation or revocation of the documentation of the Vessels under the laws and regulations of the United States or Charterer shall abandon any Vessel in a foreign port (unless there shall have been an actual or constructive total loss or agreed or compromised total loss of such Vessel), or Charterer shall make any assignment prohibited by Article 14(b) or any Other Charter prohibited by Article 14(c), or Charterer shall fail to maintain insurance on the Vessels which in all material respects complies with the requirements of Article 9 hereof; or (3) any material representation or warranty made by Charterer herein or in any other Transaction Document shall prove to be inaccurate in any material respect on the date as of which it was made, and, if the same is susceptible to cure in a manner that is not prejudicial to any right or interest of Shipowner, any Owner Participant or the Trust Company, Charterer fails to effect such cure within thirty (30) days after Charterer receives written notice thereof; or (4) Charterer shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it under this Demise Charter and such failure shall continue unremedied for a period of thirty (30) days after receipt by it of written notice thereof from Shipowner; or (5) the occurrence of an “Event of Default”” (as defined in the TOS Charter) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):under the TOS Charter; or (a6) any payment of principal of the Loans or the Note Charterer shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with default pursuant to the terms of this Agreement any of the other Transaction Documents after the giving of notice and the Note;passage of any grace period, if any, provided therein with respect to such default; or (b7) the occurrence of a Transaction Event of Default; or (8) Charterer shall cease to be a “citizen of the United States” qualified to engage in the United States coastwise trade within the meaning of Section 2 of the Shipping Act; or (9) the entry of a decree or order by a court having jurisdiction in the premises adjudging Charterer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Charterer under the Federal Bankruptcy Code or any payment other applicable federal, state or foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of interest on Charterer or of any substantial part of its property, or ordering the Loans winding-up or liquidation of the Note shall not be paid when affairs of Charterer, and as due (whether at maturity, by reason the continuance of acceleration such decree or otherwise) order unstayed and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure effect for a period of 30 days after receipt ninety (90) consecutive days; or an involuntary petition shall have been filed against Charterer seeking reorganization, arrangement, adjustment or composition of written notice thereof from or in respect of Charterer under the Lender, Federal Bankruptcy Code or any representation other applicable federal, state or warranty contained herein or therein foreign law and such petition shall at any time prove to not have been incorrect withdrawn, dismissed or misleading in any material respect when madestayed within ninety (90) days of filing; or (d10) the institution by Charterer of proceedings to be adjudicated a case bankrupt or proceeding shall be commenced against the Borrowerinsolvent, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now consent by Charterer to the institution of bankruptcy or hereafter in effectinsolvency proceedings against it, or the Borrower shall apply forfiling by Charterer of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal, consent tostate or foreign law, or fail the consent by Charterer to contest, the filing of any such petition or to the appointment of a receiver, liquidator, custodianassignee, trustee trustee, sequestrator or the like other similar official of the Borrower Charterer or for all or of any substantial part of its property, or the Borrower shall make a general making by Charterer of an assignment for the benefit of its creditors, or the Borrower shall fail, or admit admission by Charterer in writing its inability, of an inability to pay, or pay debts generally not be paying, its debts as they become due, or the taking of corporate action by Charterer in furtherance of any such action; then during or (11) Charterer or any Affiliate thereof, shall default (after the continuance expiration of any applicable period of grace with respect thereto) in the payment of any Indebtedness in excess of $10,000,000.00 or in the payment of any Indebtedness due to any Owner Participant or any of its Affiliates, or, to the extent not covered in any other clause of this Article 15(a), shall default in the performance of any other material obligation to, or observance of any material covenant for the benefit of, any Owner Participant or any of its Affiliates which results in the acceleration of the indebtedness due under any loan, note, indenture, security agreement, lease, guarantee, title retention or conditional sales agreement or other instrument or agreement evidencing such indebtedness or obligation; or (12) Charterer shall terminate its existence, be a party to any merger, consolidation or sale of substantially all of its assets except as permitted pursuant to Section 5.1(e) of the Agreement. Charterer shall promptly notify Shipowner of the occurrence of any Event of Default or the occurrence of any events or conditions, which, upon the giving of notice or lapse of time, or both, may become an Event of Default. (other than b) Upon the occurrence of any Event of Default specified in clause (d) above)Default, Shipowner, so long as the Lender may same shall be continuing, may, by written notice to the Borrower declareCharterer, declare this Demise Charter to be in whole default; provided, however, no written notice need be given or from declaration made in respect of an Event of Default pursuant to Article 15(a)(9) or (a)(10) hereof; and at any time to time in partthereafter, the principal ofShipowner may do, and accrued interest onCharterer shall comply with, one or more of the Loans acts specified in subparagraphs (i) through (iv) of this Article 15(b) as Shipowner in its sole discretion shall elect: (A) Upon written demand, Shipowner may cause Charterer at Charterer’s expense to, and Charterer shall promptly, redeliver the Note Vessels or cause the Vessels to be redelivered, with all reasonable dispatch to Shipowner and in the condition required by the terms of Article 13 hereof as if the Vessels were being redelivered at the expiration of the Charter Period, and all obligations of Charterer under said Article 13 shall apply to such Redelivery, or (B) Shipowner or its agent, at Shipowner’s option, without further notice, may, but shall be under no obligation to, retake the Vessels wherever found, whether upon the high seas or at any port, harbor or other place and irrespective of whether Charterer, any subcharterer or any other Person may be in possession of the Vessels, all without prior demand and without legal process, and for that purpose Shipowner or its agent may enter upon any dock, pier or other premises where the Vessels may be and may take possession thereof, without Shipowner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by Shipowner of its remedies under this subparagraph (i) shall be without prejudice, and in addition, to any of Shipowner’s other remedies referred to below in this Article 15(b). (ii) Shipowner, by written notice to Charterer specifying a payment date not earlier than ten (10) nor later than thirty (30) days from the date of such notice, may require Charterer to pay to Shipowner, and Charterer hereby agrees that it will pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, and in lieu of any remaining Basic Hire payments due after the payment date specified in such notice, all unpaid Basic Hire through the payment date specified in such notice (plus any other amounts then due Shipowner under Article 15(c)), plus an amount equal to the Stipulated Loss Value of each Vessel computed as of the Basic Hire Payment Date immediately preceding the payment date specified in such notice (or as of such payment date if such payment date is a Basic Hire Payment Date), and Shipowner shall pay over to Charterer the net proceeds of any sale, charter or other disposition of the Vessels actually received by Shipowner (after deducting all costs and expenses whatsoever incurred by Shipowner in connection therewith and all other amounts owing which may become payable to Shipowner hereunder or under or pursuant to any of the other Transaction Documents) up to the amount of such Stipulated Loss Value actually paid by Charterer to Shipowner; provided, however, that in the event that (x) Charterer pays all such liquidated damages, and any other amounts which may become payable hereunder or under any other Transaction Document, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer as is, where is, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). (iii) Whether or not Shipowner shall have exercised, or shall thereafter at any time exercise, any options, rights or remedies under Article 15(b)(i) or (b)(iv), Shipowner in lieu of exercising its rights under paragraph (ii) of this Article 15(b), may by notice to Charterer specifying a Basic Hire Payment Date which is not earlier than ten (10) days nor more than thirty (30) days after the date of such notice, require Charterer to pay to Shipowner, and Charterer shall pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, and in lieu of any remaining Basic Hire payments due after the payment date specified in such notice, an amount equal to the aggregate of all unpaid Basic Hire payable in accordance with the terms of this Demise Charter (plus any other amounts then due Shipowner under Article 15(c)) on or prior to such payment date plus an amount equal to the excess of: (1) Stipulated Loss Value for each Vessel, computed as of the Basic Hire Payment Date occurring on or immediately preceding the payment date specified in such notice, over (2) whichever of the following amounts Shipowner, in its sole discretion, shall specify in such notice: (x) the Fair Market Sales Value of each Vessel as of the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice or (y) the Fair Market Bareboat Charter Value of each Vessel for the period from the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice to what would have been the end of the Term in the absence of the termination of Charterer’s rights to such Vessel, after discounting such Fair Market Bareboat Charter Value semi-annually (effective on each Basic Hire Payment Date which would have occurred under this Charter) to present worth (using a rate equal to the 1-year Treasury Constant maturity rate as published in the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the Closing Date). The whole sum of the liquidated damages shall be remitted by Charterer to Shipowner. For purposes of clause (2) of subparagraph (iii), above, (x) the Fair Market Sales Value or the Fair Market Bareboat Charter Value, as the case may be, shall be zero if Shipowner is unable to recover possession of the Vessels in accordance with the terms of this subsection (b); (y) if Shipowner shall have sold the Vessels prior to the giving of the notice referred to above in this subsection (a)(iii), the Fair Market Sales Value shall be the net proceeds of such sale after deducting all unreimbursed costs and expenses whatsoever incurred by Shipowner in connection therewith; and (z) there shall be added to Fair Market Sales Value or to Fair Market Bareboat Charter Value, as the Loans case may be, the net proceeds received by Shipowner (after deducting all unreimbursed costs and expenses whatsoever of Shipowner with respect thereto) from any charter of the Note Vessels to others pursuant to this Article 15(b) to the extent such proceeds are received by Shipowner prior to the giving of the notice referred to above in this Article 15(b)(iii). If at any time within eighteen (18) months after the payment of the amounts specified in this Article 15(b)(iii) under the circumstances described in clause (x) above (in which the Fair Market Sales Value or Fair Market Bareboat Charter Value of the Vessels was deemed to have been zero), Shipowner shall obtain possession of the Vessels and sell or charter the Vessels, then promptly after receipt by Shipowner thereof, Shipowner shall pay to Charterer all net proceeds of such sale or charter up to the amount paid by Charterer pursuant to clauses (1) and (2) of this Article 15(b)(iii). Notwithstanding the provisions of this Article 15(b), in the event that (x) Charterer pays all liquidated damages under this Article 15(b)(iii), and any other amounts which may become payable hereunder or under any other Transaction Document, within an eighteen (18) month period from the occurrence of the applicable Event of Default, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer, AS IS, WHERE IS, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). Nothing contained in this Article 15(b) shall thereupon and require Shipowner to that extent becomesell or charter the Vessels at any time. (iv) Shipowner or its agent may sell the Vessels at public or private sale, due and payable with or without advertisement or publication, as Shipowner may determine (but with at least ten (10) days’ prior written notice to Charterer, which both parties hereto agree is reasonable notice), or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of what would have been the Term in the absence of the termination of Charterer’s rights to the LenderVessels) to others or keep idle the Vessels, all on such terms and conditions and at such place or places as Shipowner may determine in good faith and all free and clear of any rights of Charterer and of any claim of Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to Charterer except to the extent specifically provided in paragraph (iii) of this Article 15(b). During If Shipowner decides to sell, charter or otherwise dispose of the continuance Vessels, it may, in its sole discretion, determine to do so only in a single transaction with respect to all of the Vessels. (c) In addition to all amounts payable pursuant to Article 15(b) hereof, Charterer shall be liable for any and all Supplemental Hire payable under this Demise Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by Shipowner by reason of the occurrence of any Event of Default specified or by reason of the exercise by Shipowner of any remedy hereunder, including, without limitation, all costs and expenses incurred by Shipowner in clause (d) aboveconnection with any retaking of the Vessels and, automatically and without any notice to upon the Borrowerredelivery or retaking of the Vessels in accordance with this Article 15(b), the principal ofplacing of the Vessels in the condition and seaworthiness required by the terms of Article 13 hereof and including interest on overdue Charter Hire as provided in Article 20(h) hereof. No remedy referred to in this Article 15 is intended to be exclusive, but each shall be cumulative, is in addition to, and accrued interest onmay be exercised concurrently with, any other remedy which is referred to in Article 15(b) and 15(c) or which may otherwise be available to Shipowner at law, in equity or in admiralty, including, without limitation, the Loans right of Shipowner to rescind this Demise Charter, to enforce the terms hereof, and the Note and exercise or beginning of exercise by Shipowner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Shipowner of any or all such other amounts payable hereunder remedies; provided, however, that liquidated damages having been agreed to by the parties hereto pursuant to Article 15(b), Shipowner shall not be due and payable entitled to recover from Charterer as damages upon the Lender and the Commitment shall terminate.occurrence of one or more Events of Default an amount in excess of suc

Events of Default Remedies. If any 10.1. List of Events of Default Each of the following events (eachevents, unless and to the extent expressly excused under the terms of this Agreement, shall constitute an “Event of Default” of the defaulting party (“Defaulting Party”) shall have occurred and be continuing for any reason whatsoever ), the other Party being the non-defaulting party (whether voluntary or involuntary, arising or effected by operation of law or otherwise“Non-Defaulting Party”): (a) The failure of a Party to make any undisputed payment of principal of the Loans or the Note due hereunder and such failure shall not be paid when and as due continue for five (whether at maturity, by reason of acceleration or otherwise5) and in accordance with the terms of this Agreement and the Note;Business Days after written notice demanding such payment is received. (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any Any representation or warranty contained made by a Party herein or therein shall at in any time prove to have been incorrect certificate or other document delivered by such Party pursuant hereto was false or misleading in any material respect when made; or, unless such false or misleading representation or warranty is capable of being cured or remedied and (i) the representation and warranty is contained in Sections 11.1(a) and 11.2(a) hereof and such Party shall promptly commence and diligently pursue action to cause such representation and warranty to become true in all material respects within two (2) Business Days or (ii) as to any other representation or warranty such Party shall promptly commence and diligently pursue action to cause such representation or warranty to become true in all material respects and does so within thirty (30) days after notice thereof has been given to such Party by the other Party. (dc) In the event a case or proceeding Party shall be commenced against the Borrowercease doing business as a going concern, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case generally not pay its debts as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, they become due or admit in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during , shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the continuance present or any future federal bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in the appointment of any Event trustee, receiver, custodian or liquidator of Default (other than such Party or of all or any Event substantial part of Default specified its properties, or shall make an assignment for the benefit of creditors, or such Party shall take any corporate action to authorize or that is in clause contemplation of the actions set forth above in this Section 10.1(c). (d) above), In the Lender may by written notice to event that within thirty (30) days after the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance commencement of any Event proceeding against a Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other statute or Law, such proceeding shall not have been dismissed, or if, within thirty (30) days after the appointment without the consent or acquiescence of Default specified in clause such Party of any trustee, receiver, custodian or liquidator of such Party or of all or any substantial part of its properties, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (d30) abovedays after the expiration of any such stay, automatically and without any notice such appointment shall not have been vacated. (e) A Party fails to comply or cause compliance with the BorrowerSeller Performance Security or Buyer Performance Security, the principal ofas applicable, and accrued interest onrequirements of Article VIII, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.or

Events of Default Remedies. If (a) After the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. With respect to each Transaction, each of the following clauses (i) through (xv) shall be an Event of Default under this Agreement: (i) Seller fails to repurchase the Purchased Loans upon the applicable Repurchase Date; (ii) Seller fails to comply in all material respects with Section 4 hereof; (iii) an Act of Insolvency occurs with respect to Seller or Sponsor; (iv) Seller shall admit in writing to the Buyer its inability to, or its intention not to, perform any of its obligations hereunder; (v) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the following events Purchased Loans, or (eachB) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans; (vi) if an event occurs which would constitute (a) an Event of Default under the ISDA Master Agreement or (b) a Termination Event or an Additional Termination Event under the ISDA Master Agreement (and, in the case of this clause (b), Seller has failed to meet its obligation to pay the Early Termination Amount, if any, pursuant to the terms of Section 6 of such ISDA Master Agreement); (vii) failure of the Buyer to receive within one (1) Business Day after any Remittance Date the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer); (viii) failure of the Seller to make any other payment owing to the Buyer which has become due, whether by acceleration or otherwise under the terms of this Agreement which failure is not remedied within the applicable period (in the case of a failure pursuant to Section 4) or five (5) Business Days (in the case of any other such failure); (ix) any governmental, regulatory, or self-regulatory authority shall have removed, restricted, suspended or terminated the rights, privileges, or operations of Seller which has a material adverse effect on the financial condition or business operations of Seller; (x) a Change of Control shall have occurred; (xi) any representation made by Seller shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated (other than the representations and warranties set forth in Section 10(b)(viii) made by the Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, provided the Seller repurchases the related Purchased Loan on an Early Repurchase Date no later than five (5) Business Days after receiving notice of such incorrect or untrue representation and terminates the related Transaction; provided further Seller shall not have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made); (xii) the Sponsor shall fail to observe any of the financial covenants set forth in the Guaranty or shall have defaulted or failed to perform under the Guaranty in any material respect (after the expiration of any applicable grace, notice and/or cure periods); (xiii) a final non-appealable judgment by any competent court in the United States of America having jurisdiction over Seller for the payment of money in an amount greater than $100,000 (in the case of the Seller) or $2,500,000 (in the case of the Sponsor) shall have been rendered against Seller or the Sponsor, unless execution of such judgment is stayed by the posting of cash or a bond or other collateral acceptable to Buyer in the amount of the judgment; (xiv) Sponsor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A) involves the failure to pay a monetary obligation in excess of $2,500,000, or (B) permits the acceleration of the maturity of obligations in excess of $2,500,000 by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, swap agreement or other contract agreement or transaction; provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Sponsor cures such default, failure to perform or breach, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement; or (xv) if Seller shall breach or fail to perform any of the terms, covenants or obligations of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within fifteen (15) days after written notice thereof to Seller from the applicable party or its successors or assigns, provided, that if such breach or failure is of a nature that it cannot be cured within said fifteen (15) day period and Seller commences and diligently continues curing such breach or failure within such fifteen (15) day period, then Seller shall have an additional fifteen (15) days (i.e. thirty (30) days in total) to cure such breach or failure (each of (i) through (xv), an “Event of Default”). (b) If an Event of Default shall occur and be continuing, the following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 14(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall have occurred be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and be continuing including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for any reason whatsoever such Transaction multiplied by (whether voluntary or involuntary, arising or effected y) the Repurchase Price for such Transaction (decreased by operation of law or otherwise): (aI) any payment of principal of amounts actually remitted to Buyer by the Loans Depository or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration Seller from time to time pursuant to Sections 4 or otherwise) and in accordance with the terms 5 of this Agreement and applied to such Repurchase Price, and (II) any amounts applied to the Note;Repurchase Price pursuant to Section 14(b)(iii) of this Agreement); and (bC) the Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory any payment or all of interest on the Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the Note market value of such Purchased Loans as determined by Buyer in its sole discretion against the aggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this Section 14(b)(iii) shall be applied, (v) first, to the actual, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Seller’s default; (w) second, the amount, if any, payable by Seller in the event any Hedging Transactions related to such Purchased Loans are being terminated; (x) third, to the Repurchase Price; (y) fourth, to any other outstanding obligation of Seller to Buyer or its Affiliates pursuant to this Agreement; and (z) fifth, to pay the surplus, if any, to whoever may be lawfully entitled to receive such surplus. (iv) The parties recognize that it may not be paid when and as due (whether at maturitypossible to purchase or sell all of the Purchased Loans on a particular Business Day, by reason of acceleration or otherwise) and in accordance a transaction with the terms of this Agreement and the Notesame purchaser, and such default is not cured within two days; (c) the Borrower shall default or in the performance same manner because the market for such Purchased Loans may not be liquid. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or observance of any other term, covenant the Purchased Loans does not require a public purchase or agreement contained herein, sale and such default that a good faith private purchase or sale shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove be deemed to have been incorrect or misleading made in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowercommercially reasonable manner. Accordingly, or the Borrower shall commence a voluntary caseBuyer may elect, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contestits sole discretion, the appointment time and manner of a receiverliquidating any Purchased Loans, liquidator, custodian, trustee or and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer for (A) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller, (B) all actual costs incurred in connection with the termination of Hedging Transactions, and (C) any other actual loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default with respect to Seller. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of Seller’s obligations to Buyer pursuant to this Agreement, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default (other than with respect to Buyer) and at any Event time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of Default specified in clause any other rights or remedies which Buyer may have. (dviii) above)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Loans, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Upon the designation of any Accelerated Repurchase Date, the Lender may Buyer may, without prior notice to the Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to Seller. Buyer will give written notice to the Borrower declareother party of any set off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in whole or from time to time good faith estimate that obligation and set-off in partrespect of the estimate, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable subject to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice relevant party accounting to the Borrower, other when the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder obligation is ascertained. Nothing in this Section 14(b)(ix) shall be due effective to create a charge or other security interest. This Section 14(b)(ix) shall be without prejudice and payable in addition to the Lender and the Commitment shall terminateany right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Events of Default Remedies. If (a) After the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. (I) Each of the following events (each, an shall constitute a “Facility Event of Default”: (i) an Act of Insolvency occurs with respect to Seller, Sponsor or Member; (ii) Seller, Sponsor or Member shall have occurred and be continuing admit in writing its inability to, or its intention not to, perform any of its obligations hereunder or under any of the Transaction Documents, (iii) either (A) the Transaction Documents shall for any reason whatsoever not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim (whether voluntary other than the rights of Seller pursuant to this Agreement) of any of the Purchased Loans, or involuntary, arising or effected by operation (B) the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of law or otherwise):Buyer in any of the Purchased Loans (except to the extent resulting from the actions of Buyer); (aiv) failure of Master Seller to make any payment owing to Buyer which has become due and payable under this Agreement or any other Transaction Document (other than any monetary Transaction Event of principal Default by any Series Seller under Sections 13(a)(II)(i)-(iv) of the Loans or the Note shall not be paid when and as due (this Agreement), whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement and or the Noteother Transaction Documents, which failure is not remedied within five (5) Business Days; (bv) any payment governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of interest on the Loans or the Note shall not be paid when and as due (whether at maturitySeller, by reason of acceleration or otherwise) and which suspension results in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysa Material Adverse Effect; (cvi) the Borrower a Change of Control shall default have occurred that has not been consented to by Buyer in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or writing; (vii) any representation made by Seller or warranty contained herein Sponsor in this Agreement or therein the other Transaction Documents shall at any time prove to have been incorrect or misleading untrue in any material respect when made or repeated or deemed to have been made or repeated, which incorrect or untrue representation, to the extent such breach is reasonably susceptible to cure, is not cured within five (5) Business Days after the earlier of notice thereof from Buyer or Seller obtaining actual knowledge of such breach (unless Seller shall have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made, in which case such breach shall constitute an immediate Facility Event of Default); provided, however, that the breach of any Purchased Loan Representation made by Seller with respect to any Purchased Loan in any Transaction Document shall not be considered a Facility Event of Default if incorrect or untrue (but such breach may be a Transaction Event of Default as and to the extent provided in Section 13(a)(II)(vi)), unless Seller shall have made any such representation with knowledge that it was materially incorrect or untrue at the time made, in which case such breach shall constitute an immediate Facility Event of Default); (viii) either (A) the Sponsor (1) shall fail to observe any of the financial covenants set forth in the Guaranty or (2) shall have defaulted or failed to perform any other covenant under the Guaranty in any material respect, or (B) Member shall have defaulted or failed to perform under the Member Guaranty, or (C) the Guaranty or Member Guaranty shall have been revoked, rescinded or otherwise cease to be in full force and effect; (ix) a final non-appealable judgment by any competent court in the United States of America having jurisdiction over Seller or Sponsor, as applicable for the payment of money in an amount greater than $100,000 (in the case of Seller) or $5,000,000 (in the case of the Sponsor) shall have been rendered against Seller or the Sponsor, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; (x) Sponsor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or derivatives transaction to which it is a party (other than a Transaction Document or any Affiliated Hedging Transaction), which default (A) involves the failure to pay a monetary obligation of $5,000,000 or more, or (B) permits the acceleration of the maturity of obligations, or the declaration of a mandatory early repurchase date or termination date with respect to indebtedness or obligations of $5,000,000 or more, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract agreement or transaction due to the failure to observe the financial covenants, if any, set forth therein; provided, however, that any such default, failure to perform or breach shall not constitute a Facility Event of Default if Sponsor cures such default, failure to perform or breach, as the case may be, within the grace period, if any, provided under the applicable agreement; (xi) Seller shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or derivatives transaction to which it is a party (other than a Transaction Document or any Affiliated Hedging Transaction), which default (A) involves the failure to pay a monetary obligation of $100,000 or more, or (B) permits the acceleration of the maturity of obligations, or the declaration of a mandatory early repurchase date or termination date with respect to indebtedness or obligations of $100,000 or more, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract agreement or transaction due to the failure to observe the financial covenants, if any, set forth therein; provided, however, that any such default, failure to perform or breach shall not constitute a Facility Event of Default if Sponsor cures such default, failure to perform or breach, as the case may be, within the grace period, if any, provided under the applicable agreement; (xii) if (A) Seller, Sponsor or any Affiliate of Seller or Sponsor defaults beyond any applicable grace period in paying any amount or performing any obligation due to an Affiliated Hedge Counterparty under any Affiliated Hedging Transaction or (B) Seller or Sponsor defaults beyond any applicable grace period in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, swap, hedging, security or credit agreement between Seller or Sponsor and Buyer or any Affiliate of Buyer; or (dxiii) a case if Seller or proceeding Sponsor shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, breach or fail to contestperform any of the terms, covenants, obligations or conditions of this Agreement or any other Transaction Document, other than as specifically otherwise referred to in this definition of “Facility Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days after written notice thereof to Seller by Buyer, or its successors or assigns, or such other (shorter or longer) cure period (if any) as may be expressly provided herein or in such Transaction Document (unless this Agreement or such other Transaction Document expressly provides that such breach or failure constitutes an immediate Facility Event of Default, in which case no notice or cure period shall apply). (II) Each of the following shall constitute a “Transaction Event of Default”: (i) the applicable Series Seller fails to repurchase a Purchased Loan upon the applicable Repurchase Date therefor; (ii) the applicable Series Seller fails to pay any Mandatory Amortization Amount with respect to a Purchased Loan when required pursuant to Section 4 hereof; (iii) the applicable Series Seller fails to repurchase a Purchased Loan which is the subject of a Mandatory Early Repurchase, as and when required pursuant to Section 3(l); (iv) subject to the provisions of Section 5(e), the appointment failure of Buyer to receive on any Remittance Date the accrued and unpaid Price Differential for a Transaction; (v) subject to the provisions of Sections 5(e), the failure of any Affiliated Hedge Counterparty to receive on any Remittance Date, on the Repurchase Date or any other applicable due date under any Affiliated Hedging Transaction, the accrued and unpaid amounts due under any such Affiliated Hedging Transaction and such failure is not remedied within the applicable cure period (if any) set forth in the related Affiliated Hedging Transaction documents; or (vi) any Purchased Loan Representation with respect to any Purchased Loan in any Transaction Document shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and such incorrect or untrue Purchased Loan Representation, to the extent such breach is reasonably susceptible to cure, continues unremedied for five (5) Business Days after the earlier of notice thereof from Buyer or Seller obtaining actual knowledge of such breach (unless Seller shall have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made, in which case such breach shall constitute an immediate Transaction Event of Default); provided that a Transaction Event of Default shall not be deemed to have occurred if the applicable Series Seller terminates the related Transaction and repurchases the related Purchased Loan(s) on an Early Repurchase Date no later than five (5) Business Days after notice from Buyer to the applicable Series Seller that such Purchased Loan Representation is incorrect or untrue. (b) If a Facility Event of Default shall occur and be continuing, the following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no written notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 13(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall include the accrued and unpaid Price Differential with respect to each Purchased Loan accrued at the Pricing Rate applicable upon the occurrence of an Event of Default; and (C) the Custodian shall, upon the request of Buyer, deliver to Buyer all Purchased Loan Documents, instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence of a receiverFacility Event of Default, liquidatorBuyer may, custodianfollowing one (1) Business Day’s prior notice to Seller, trustee (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory in its sole and absolute discretion any or all of the Purchased Loans or (B) in its sole and absolute discretion elect, in lieu of selling all or a portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the Market Value of such Purchased Loans against the aggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller under this Agreement or the like Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this Section 13(b)(iii) shall be applied, (v) first, to the actual, out-of-pocket costs and expenses incurred by Buyer in connection with Seller’s default; (w) second, without duplication, to any and all amounts due under Section 3(h), including, without limitation, costs of cover, if any; (x) third, to the Repurchase Price; and (y) fourth, to return any excess to Seller. (iv) The parties acknowledge and agree that (1) the Purchased Loans subject to Transactions hereunder are not instruments traded in a recognized market, and, in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Loans, Buyer may establish the source therefor in its sole and absolute discretion and (2) all prices, bids and offers shall be determined together with accrued Available Income (except to the extent contrary to market practice with respect to the relevant Purchased Loans). The parties recognize that it may not be possible to purchase or sell all of the Borrower or for all or any part of its propertyPurchased Loans on a particular Business Day, or in a transaction with the Borrower shall make a general assignment for the benefit of its creditorssame purchaser, or in the Borrower shall fail, or admit in writing its inability, to pay, or generally same manner because the market for such Purchased Loans may not be payingliquid at such time. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or the Purchased Loans pursuant to this Section 13(b) or Section 13(c) does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its debts as they become due; then sole and absolute discretion (but upon not less than one (1) Business Day’s prior notice to Seller), the time and manner of liquidating any Purchased Loans pursuant to this Section 13(b) or Section 13(c), and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence and during the continuance of any an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer for (A) the amount of all out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, (B) all costs actually incurred in connection with covering transactions, and (C) any other than actual out-of-pocket loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state and local laws (including, without limitation, if the Transactions are characterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of Seller’s obligations to Buyer under this Agreement, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default specified and at any time during the continuance thereof. Except as expressly required herein or in clause (d) above)the other Transaction Documents, the Lender may by written Buyer shall not be required, to give notice to Seller or any other Person prior to exercising any remedy in respect of an Event of Default. All rights and remedies arising under the Borrower declareTransaction Documents, in whole or as amended from time to time in parttime, the principal of, are cumulative and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance not exclusive of any Event of Default specified in clause other rights or remedies which Buyer may have. (dviii) above, automatically Buyer may enforce its rights and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.rem

Events of Default Remedies. If any A. Any one or more of the following events (each, shall constitute an “Event of Default”) shall have occurred Default hereunder and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):under the documents related hereto: (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c1) the Borrower shall default in the performance payment of principal or observance interest payable to the Lender hereunder, under the Note or under any of the other Loan Documents, as and when due; (2) the Borrower shall default in the payment of any fees or other termamounts payable to the Lender hereunder, covenant under the Note or agreement contained hereinunder any of the other Loan Documents, and such default failure shall continue without cure for five (5) days after written notice to the Borrower of such failure; or (3) other than an Event of Default that is described in another provision of this Section 15(A), the Borrower shall fail to observe or perform any covenant, condition or agreement to be observed or performed by it under any of the Loan Documents for the applicable period of time that is set forth in such Loan Document with respect to such covenant, condition, or agreement (or, if no applicable period is set forth, for a period of 30 thirty (30) days after receipt of written notice thereof from notice, specifying such default and requesting that it be remedied, given to the Borrower by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration, or any representation or warranty contained herein or therein shall at any time prove for such longer period as may be reasonably necessary to have been incorrect or misleading in any material respect when maderemedy such default (other than defaults that can be cured by a money payment) provided that the Borrower is proceeding with reasonable diligence to remedy the same); or (d4) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence file a voluntary case, petition in either case seeking relief bankruptcy or for reorganization or for an arrangement pursuant to any present or future state or federal bankruptcy act or under any Bankruptcy Law, in each case as now similar federal or hereafter in effectstate law, or the Borrower shall apply for, consent tobe adjudicated a bankrupt or insolvent, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Borrower shall failpresent or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or admit in writing its inability, shall be unable to pay, or generally not be paying, pay its debts generally as they become due; then or if an order for relief under any present or future federal bankruptcy act or similar state or federal law shall be entered against the Borrower; or if a petition or answer requesting or proposing the entry of such order for relief or the adjudication of the Borrower as a debtor or a bankrupt or its reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within thirty (30) days after the filing thereof; or if a receiver, trustee or liquidator of the Borrower or of all or substantially all of the assets of the Borrower, of the Borrower Property or any part thereof, or of the Collateral or any part thereof, shall be appointed in any proceeding brought against the Borrower and shall not be discharged within thirty (30) days of such appointment; or if the Borrower shall consent to or acquiesce in such appointment; or if any property of the Borrower (including without limitation the estate or interest of the Borrower in the Borrower Property or any part thereof or in the Collateral or any part thereof) shall be levied upon or attached in any proceeding; or (5) a judgment or judgments for the payment of money shall be rendered or filed against the Borrower in excess of $50,000 individually and $100,000 at any one time outstanding, and the Borrower, within thirty (30) days thereafter and in any event prior to the execution thereof by the judgment creditor, shall not discharge the same, procure a stay of execution thereof, or appeal therefrom and cause the execution thereof to be stayed during such appeal; or (6) any representation or warranty made by the continuance Borrower herein or in any document related hereto shall prove to be untrue or misleading in any material respect, or any statement, certificate, or report furnished hereunder or under any of the foregoing documents by or on behalf of the Borrower shall prove to be untrue or misleading in any material respect on the date when the facts set forth and recited therein are stated or certified; or (7) the Borrower shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, or sell all or substantially all of its assets, without the prior written consent of the Lender; or (8) the Borrower shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency that is being contested in good faith and by proper proceedings and for which the Borrower shall have set aside on its books adequate reserves therefor) or notice of any state or federal tax liens shall be filed or issued; or (9) any property of the Borrower shall be garnished, levied upon, or attached in any proceeding and such garnishment or attachment shall remain undischarged for a period of thirty (30) days during which execution has not been effectively stayed; or (10) an event of default occurs under the terms of any other Indebtedness of Borrower to the Lender whether any such Indebtedness is now existing or hereafter arises and whether direct or indirect, due or to become due, absolute or contingent, primary or secondary or joint or joint and several; or (11) the failure to preserve or cause to be preserved all of the Borrower’s rights and privileges with respect to the Borrower Property, including an Authorization for Expenditure, or the Collateral and the failure would have a Material Adverse Effect; or (12) any Loan Document, at any time, shall cease to be in full force and effect or shall be judicially declared null and void, or the validity or enforceability thereof shall be contested by the Borrower, or the Lender shall cease to have a valid and perfected security interest having the priority contemplated thereunder in the collateral described therein, other than by action or inaction of the Lender, and any of the foregoing shall remain unremedied for ten (10) days or more after receipt or notice thereof to the Borrower from the Lender; or (13) the occurrence of a Balance Sheet Available Cash Shortfall and the Borrower’s failure to remedy it within twenty (20) days from the date on which the Balance Sheet Available Cash Shortfall arose; or (14) any lien created under this Agreement or any other Loan Document ceases to be, or is not, a valid and perfected lien having a first priority interest, subject to Permitted Interests, or (15) in the Lender’s reasonable opinion, any other item that would have a Material Adverse Effect, but only after the Lender has given to the Borrower written notice, specifying the item and requesting that it be remedied, and the Borrower fails to remedy the item within twenty (20) days after the written notice. B. Upon the occurrence at any time of any Event of Default (other than Default, or at any Event of Default specified in clause (d) above)time thereafter, the Lender may by written notice to (i) terminate the Borrower declareRevolving Line, in whole or from time to time in part, and/or (ii) declare the unpaid principal balance of, and plus accrued interest on, the Loans and the Note and plus all other amounts due and owing hereunder to beunder, and the Loans and the Note and such other amounts shall thereupon and to that extent become, be immediately due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) abovepayable, automatically and without any upon contemporaneous notice to the Borrower, the principal of, and accrued interest on, the Loans and in which case the Note and all amounts due hereunder or any other amounts payable hereunder Loan Document shall be immediately due and payable payable. C. The Lender also may suspend or refuse to make advances under this Agreement and the Note if any Event of Default shall occur or if any event or condition shall occur or exist that, with the giving of notice, the passage of time, or both, would constitute an Event of Default. D. Upon the occurrence of an Event of Default, or at any time thereafter, the Lender may exercise any or all of its rights and remedies under the Loan Documents and the Commitment shall terminatedocuments related hereto or thereto, and under applicable law.

Events of Default Remedies. If any one or more of the following events shall occur (each, "Events of Default" or an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the A. Borrower shall default in the performance due and punctual payment of principal or observance interest on the Line of Credit or any other termof its obligations due to Bank or any part thereof, covenant when the same become due and payable, whether at maturity or agreement contained hereinotherwise; or B. Borrower shall fail to pay any other of its debts or fail to perform or observe any other of the terms, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderprovisions, covenants, restrictions, agreements or obligations to be performed by it under this Agreement, or any under agreements or instruments given under this Agreement; or C. Any representation or warranty contained made in writing by or on behalf of Borrower or Guarantor herein or therein pursuant hereto or otherwise in any report, certificate or other instrument furnished in connection with this Agreement shall at any time prove to have been incorrect inaccurate or misleading incomplete in any material respect when on the date which it was made; or (d) a case D. Borrower or proceeding Guarantor shall be commenced against the Borrower, adjudicated bankrupt or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to payinsolvent, or generally not be paying, pay its debts as they become due, or make an assignment for the benefit of creditors; then during or Borrower shall apply for or consent to the continuance appointment of a custodian, receiver, trustee, or similar officer for it or for all or substantially all of its property. E. Guarantor shall fail to perform or observe any of the terms, provisions, covenants, restrictions, agreements or obligations to be performed by it under the Guaranty or take any THEN, Bank, upon the occurrence of any Event Event(s) of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may by written notice to the Borrower declareterminate this Agreement and, in whole addition, without presentment, demand, protest, or from time to time in partnotice of any kind, all of which are hereby expressly waived by Borrower: (a) declare the unpaid principal ofbalance, and accrued all interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note thereon and all other amounts payable hereunder shall be under this Agreement immediately due and payable payable. (b) immediately, without expiration of any further period of grace, enforce payment of all obligations of Borrower to Bank under this Agreement and under agreements executed in connection herewith and may exercise any and all other remedies granted to Bank at law, in equity or otherwise. (c) exercise all of Bank's rights under the Lender and the Commitment shall terminateterms of any security agreement, assignment, trust deed, pledge or other lien document executed in connection herewith.

Events of Default Remedies. If any (a) The following events shall constitute Events of Default: (1) Shipowner or Owner Participant shall not have received within five (5) days of the following events date when due any amount of Charter Hire which is payable by Charterer to Shipowner under this Demise Charter; or (each2) Charterer shall take any action which results in a breach of Institute Warranties and Clauses (if such breach would result in cancellation, loss or other material adverse change in required insurance taken as a whole) or cancellation or revocation of the documentation of the Vessels under the laws and regulations of the United States or Charterer shall abandon any Vessel in a foreign port (unless there shall have been an actual or constructive total loss or agreed or compromised total loss of such Vessel), or Charterer shall make any assignment prohibited by Article 14(b) or any Other Charter prohibited by Article 14(c), or Charterer shall fail to maintain insurance on the Vessels which in all material respects complies with the requirements of Article 9 hereof; or (3) any material representation or warranty made by Charterer herein or in any other Transaction Document shall prove to be inaccurate in any material respect on the date as of which it was made, and, if the same is susceptible to cure in a manner that is not prejudicial to any right or interest of Shipowner, any Owner Participant or the Trust Company, Charterer fails to effect such cure within thirty (30) days after Charterer receives written notice thereof; or (4) Charterer shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it under this Demise Charter and such failure shall continue unremedied for a period of thirty (30) days after receipt by it of written notice thereof from Shipowner; or (5) the occurrence of an “Event of Default”” (as defined in the TBL Charter) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):under the TBL Charter; or (a6) any payment of principal of the Loans or the Note Charterer shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with default pursuant to the terms of this Agreement any of the other Transaction Documents after the giving of notice and the Note;passage of any grace period, if any, provided therein with respect to such default; or (b7) the occurrence of a Transaction Event of Default; or (8) Charterer shall cease to be a “citizen of the United States” qualified to engage in the United States coastwise trade within the meaning of Section 2 of the Shipping Act; or (9) the entry of a decree or order by a court having jurisdiction in the premises adjudging Charterer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Charterer under the Federal Bankruptcy Code or any payment other applicable federal, state or foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of interest on Charterer or of any substantial part of its property, or ordering the Loans winding-up or liquidation of the Note shall not be paid when affairs of Charterer, and as due (whether at maturity, by reason the continuance of acceleration such decree or otherwise) order unstayed and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure effect for a period of 30 days after receipt ninety (90) consecutive days; or an involuntary petition shall have been filed against Charterer seeking reorganization, arrangement, adjustment or composition of written notice thereof from or in respect of Charterer under the Lender, Federal Bankruptcy Code or any representation other applicable federal, state or warranty contained herein or therein foreign law and such petition shall at any time prove to not have been incorrect withdrawn, dismissed or misleading in any material respect when madestayed within ninety (90) days of filing; or (d10) the institution by Charterer of proceedings to be adjudicated a case bankrupt or proceeding shall be commenced against the Borrowerinsolvent, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now consent by Charterer to the institution of bankruptcy or hereafter in effectinsolvency proceedings against it, or the Borrower shall apply forfiling by Charterer of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal, consent tostate or foreign law, or fail the consent by Charterer to contest, the filing of any such petition or to the appointment of a receiver, liquidator, custodianassignee, trustee trustee, sequestrator or the like other similar official of the Borrower Charterer or for all or of any substantial part of its property, or the Borrower shall make a general making by Charterer of an assignment for the benefit of its creditors, or the Borrower shall fail, or admit admission by Charterer in writing its inability, of an inability to pay, or pay debts generally not be paying, its debts as they become due, or the taking of corporate action by Charterer in furtherance of any such action; then during or (11) Charterer or any Affiliate thereof, shall default (after the continuance expiration of any applicable period of grace with respect thereto) in the payment of any Indebtedness in excess of $10,000,000.00 or in the payment of any Indebtedness due to any Owner Participant or any of its Affiliates, or, to the extent not covered in any other clause of this Article 15(a), shall default in the performance of any other material obligation to, or observance of any material covenant for the benefit of, any Owner Participant or any of its Affiliates which results in the acceleration of the indebtedness due under any loan, note, indenture, security agreement, lease, guarantee, title retention or conditional sales agreement or other instrument or agreement evidencing such indebtedness or obligation; or (12) Charterer shall terminate its existence, be a party to any merger, consolidation or sale of substantially all of its assets except as permitted pursuant to Section 5.1(e) of the Agreement. Charterer shall promptly notify Shipowner of the occurrence of any Event of Default or the occurrence of any events or conditions, which, upon the giving of notice or lapse of time, or both, may become an Event of Default. (other than b) Upon the occurrence of any Event of Default specified in clause (d) above)Default, Shipowner, so long as the Lender may same shall be continuing, may, by written notice to the Borrower declareCharterer, declare this Demise Charter to be in whole default; provided, however, no written notice need be given or from declaration made in respect of an Event of Default pursuant to Article 15(a)(9) or (a)(10) hereof; and at any time to time in partthereafter, the principal ofShipowner may do, and accrued interest onCharterer shall comply with, one or more of the Loans acts specified in subparagraphs (i) through (iv) of this Article 15(b) as Shipowner in its sole discretion shall elect: (A) Upon written demand, Shipowner may cause Charterer at Charterer’s expense to, and Charterer shall promptly, redeliver the Note Vessels or cause the Vessels to be redelivered, with all reasonable dispatch to Shipowner and in the condition required by the terms of Article 13 hereof as if the Vessels were being redelivered at the expiration of the Charter Period, and all obligations of Charterer under said Article 13 shall apply to such Redelivery, or (B) Shipowner or its agent, at Shipowner’s option, without further notice, may, but shall be under no obligation to, retake the Vessels wherever found, whether upon the high seas or at any port, harbor or other place and irrespective of whether Charterer, any subcharterer or any other Person may be in possession of the Vessels, all without prior demand and without legal process, and for that purpose Shipowner or its agent may enter upon any dock, pier or other premises where the Vessels may be and may take possession thereof, without Shipowner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by Shipowner of its remedies under this subparagraph (i) shall be without prejudice, and in addition, to any of Shipowner’s other remedies referred to below in this Article 15(b). (ii) Shipowner, by written notice to Charterer specifying a payment date not earlier than ten (10) nor later than thirty (30) days from the date of such notice, may require Charterer to pay to Shipowner, and Charterer hereby agrees that it will pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, and in lieu of any remaining Basic Hire payments due after the payment date specified in such notice, all unpaid Basic Hire through the payment date specified in such notice (plus any other amounts then due Shipowner under Article 15(c)), plus an amount equal to the Stipulated Loss Value of each Vessel computed as of the Basic Hire Payment Date immediately preceding the payment date specified in such notice (or as of such payment date if such payment date is a Basic Hire Payment Date), and Shipowner shall pay over to Charterer the net proceeds of any sale, charter or other disposition of the Vessels actually received by Shipowner (after deducting all costs and expenses whatsoever incurred by Shipowner in connection therewith and all other amounts owing which may become payable to Shipowner hereunder or under or pursuant to any of the other Transaction Documents) up to the amount of such Stipulated Loss Value actually paid by Charterer to Shipowner; provided, however, that in the event that (x) Charterer pays all such liquidated damages and any other amounts which may become payable hereunder or under any other Transaction Document, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer as is, where is, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). (iii) Whether or not Shipowner shall have exercised, or shall thereafter at any time exercise, any options, rights or remedies under Article 15(b)(i) or (b)(iv), Shipowner in lieu of exercising its rights under paragraph (ii) of this Article 15(b), may by notice to Charterer specifying a Basic Hire Payment Date which is not earlier than ten (10) days nor more than thirty (30) days after the date of such notice, require Charterer to pay to Shipowner, and Charterer shall pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, and in lieu of any remaining Basic Hire payments due after the payment date specified in such notice, an amount equal to the aggregate of all unpaid Basic Hire payable in accordance with the terms of this Demise Charter (plus any other amounts then due Shipowner under Article 15(c)) on or prior to such payment date plus an amount equal to the excess of: (1) Stipulated Loss Value for each Vessel, computed as of the Basic Hire Payment Date occurring on or immediately preceding the payment date specified in such notice, over (2) whichever of the following amounts Shipowner, in its sole discretion, shall specify in such notice: (x) the Fair Market Sales Value of each Vessel as of the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice or (y) the Fair Market Bareboat Charter Value of each Vessel for the period from the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice to what would have been the end of the Term in the absence of the termination of Charterer’s rights to such Vessel, after discounting such Fair Market Bareboat Charter Value semi-annually (effective on each Basic Hire Payment Date which would have occurred under this Charter) to present worth (using a rate equal to the 1-year Treasury Constant maturity rate as published in the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the Closing Date). The whole sum of the liquidated damages shall be remitted by Charterer to Shipowner. For purposes of clause (2) of subparagraph (iii), above, (x) the Fair Market Sales Value or the Fair Market Bareboat Charter Value, as the case may be, shall be zero if Shipowner is unable to recover possession of the Vessels in accordance with the terms of this subsection (b); (y) if Shipowner shall have sold the Vessels prior to the giving of the notice referred to above in this subsection (a)(iii), the Fair Market Sales Value shall be the net proceeds of such sale after deducting all unreimbursed costs and expenses whatsoever incurred by Shipowner in connection therewith; and (z) there shall be added to Fair Market Sales Value or to Fair Market Bareboat Charter Value, as the Loans case may be, the net proceeds received by Shipowner (after deducting all unreimbursed costs and expenses whatsoever of Shipowner with respect thereto) from any charter of the Note Vessels to others pursuant to this Article 15(b) to the extent such proceeds are received by Shipowner prior to the giving of the notice referred to above in this Article 15(b)(iii). If at any time within eighteen (18) months after the payment of the amounts specified in this Article 15(b)(iii) under the circumstances described in clause (x) above (in which the Fair Market Sales Value or Fair Market Bareboat Charter Value of the Vessels was deemed to have been zero), Shipowner shall obtain possession of the Vessels and sell or charter the Vessels, then promptly after receipt by Shipowner thereof, Shipowner shall pay to Charterer all net proceeds of such sale or charter up to the amount paid by Charterer pursuant to clauses (1) and (2) of this Article 15(b)(iii). Notwithstanding the provisions of this Article 15(b), in the event that (x) Charterer pays all liquidated damages under this Article 15(b)(iii) and any other amounts which may become payable hereunder or under any other Transaction Document within an eighteen (18) month period from the occurrence of the applicable Event of Default, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer, AS IS, WHERE IS, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). Nothing contained in this Article 15(b) shall thereupon and require Shipowner to that extent becomesell or charter the Vessels at any time. (iv) Shipowner or its agent may sell the Vessels at public or private sale, due and payable with or without advertisement or publication, as Shipowner may determine (but with at least ten (10) days’ prior written notice to Charterer, which both parties hereto agree is reasonable notice), or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of what would have been the Term in the absence of the termination of Charterer’s rights to the LenderVessels) to others or keep idle the Vessels, all on such terms and conditions and at such place or places as Shipowner may determine in good faith and all free and clear of any rights of Charterer and of any claim of Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to Charterer except to the extent specifically provided in paragraph (iii) of this Article 15(b). During If Shipowner decides to sell, charter or otherwise dispose of the continuance Vessels, it may, in its sole discretion, determine to do so only in a single transaction with respect to all of the Vessels. (c) In addition to all amounts payable pursuant to Article 15(b) hereof, Charterer shall be liable for any and all Supplemental Hire payable under this Demise Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by Shipowner by reason of the occurrence of any Event of Default specified or by reason of the exercise by Shipowner of any remedy hereunder, including, without limitation, all costs and expenses incurred by Shipowner in clause (d) aboveconnection with any retaking of the Vessels and, automatically and without any notice to upon the Borrowerredelivery or retaking of the Vessels in accordance with this Article 15(b), the principal ofplacing of the Vessels in the condition and seaworthiness required by the terms of Article 13 hereof and including interest on overdue Charter Hire as provided in Article 20(h) hereof. No remedy referred to in this Article 15 is intended to be exclusive, but each shall be cumulative, is in addition to, and accrued interest onmay be exercised concurrently with, any other remedy which is referred to in Article 15(b) and 15(c) or which may otherwise be available to Shipowner at law, in equity or in admiralty, including, without limitation, the Loans right of Shipowner to rescind this Demise Charter, to enforce the terms hereof, and the Note and exercise or beginning of exercise by Shipowner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Shipowner of any or all such other amounts payable hereunder shall be due and payable remedies; provided, however, that liquidated damages having been agreed to by the Lender and the Commitment shall terminate.parties hereto pursuant

Events of Default Remedies. If any of the following events (each, a) It shall be an “"Event of Default”" hereunder if (i) shall have occurred Sublessee fails to make any payment of Basic Monthly Rent or any Additional Rent when due or (ii) Sublessee breaches any of its covenants, obligations or undertakings hereunder (other than as described in clause (i)), or (iii) Sublessee breaches any of its covenants, obligations or undertakings under the Dealer Agreement or any other agreement, instrument, note or other document executed by Sublessee and be continuing delivered to Sublessor from time to time, and in any such event, such breach continues beyond any applicable grace or cure period specified in the Dealer Agreement or such other agreement, instrument, note or other document, or the Dealer Agreement is terminated for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderwhatsoever, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (div) a case or proceeding Sublessee shall be commenced against the Borrowerdissolved or shall become unable to pay its debts as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditorscreditors or shall file any voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking, consenting to, or the Borrower shall failacquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief, under any applicable law, statute, ordinance, order, decree, rule or regulation, or admit shall file an answer admitting or shall fail to deny the material allegation of a petition against it for any such relief; or (v) any proceeding against Sublessee of the type referred to in writing its inability, to payclause (iv) seeking any such relief shall be commenced, or generally not (vi) a trustee, receiver, or liquidator of Sublessee of all or any substantial part of its properties or assets shall be payingappointed with or without the consent or acquiescence of Sublessee, its debts or (vii) any default or event of default occurs under the ▇▇▇▇▇▇▇▇▇ as they become due; then during a result of Sublessee's act or omission (other than any of the continuance occurrences or events enumerated in clauses (i) through (vi) of this paragraph 6(a). (b) Upon the occurrence of any Event of Default (other than any Event of Default specified Default, Sublessor shall have all rights and remedies available to it at law or in clause (d) above), the Lender may by written notice equity and all rights and remedies available to the Borrower declareLandlord under the ▇▇▇▇▇▇▇▇▇, in whole or from time including the right to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateterminate this Sublease.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”” under this Agreement: (i) Seller shall have occurred fail to repurchase any Purchased Asset on the applicable Repurchase Date; (A) Buyer shall fail to receive any amounts when due in accordance with Article 5 of this Agreement (including, without limitation, accrued and be continuing for unpaid Price Differential and Principal Payments), or (B) Seller shall fail to make any reason whatsoever payments or apply any Income when due in accordance with Article 5 of this Agreement; (whether voluntary iii) Seller shall fail to cure any Margin Deficit in accordance with Article 4 of this Agreement; (iv) Seller, Pledgor or involuntary, arising or effected by operation of law or otherwise):Guarantor shall fail to make any payment not otherwise addressed under this Article 13 (a) any payment of principal of the Loans or the Note shall not be paid when and as due (owing to Buyer that has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement or the terms of the Pledge and Security Agreement, or the NoteGuarantee Agreement, the Fee Letter or any other Transaction Document, which failure is not remedied within three (3) Business Days of written notice thereof by Buyer to Seller; (bv) Seller shall (i) except as set forth in the following clause (ii), default in the observance or performance of its obligation in any payment agreement contained in Article 10 of interest on this Agreement, or (ii) default in the Loans observance or the Note shall not be paid when and as due (whether at maturityperformance of its obligation in any agreement contained in Articles 10(d), by reason of acceleration 10(j), 10(h) or otherwise10(k) and in accordance with the terms of this Agreement and the Noteand, and if such default is capable of being cured, such default is not cured within two daysten (10) days after the earlier of obtaining notice or Knowledge of any such occurrence; (cvi) an Act of Insolvency occurs with respect to Seller, Pledgor or Guarantor; (vii) a Change of Control shall have occurred; (viii) an officer of Seller, Pledgor or Guarantor shall admit to any Person in writing its inability to, or its intention not to, perform any of its obligations hereunder; (ix) the Borrower shall default in Custodial Agreement, the performance Depository Agreement, the Pledge and Security Agreement, the Guarantee Agreement, the Servicing Agreement, the Fee Letter or observance of any other term, covenant Transaction Document shall for whatever reason be terminated (except with Buyer’s prior written consent) or agreement contained herein, cease to be in full force and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower enforceability thereof shall apply forbe contested by Seller, consent Pledgor or Guarantor; (x) Seller or Guarantor shall be in default beyond all applicable notice and cure periods under (A) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $250,000, with respect to Seller or $5,000,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Seller or $5,000,000, with respect to Guarantor; or (B) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $250,000, with respect to Seller or $5,000,000, with respect to Guarantor; (xi) Seller or Guarantor or any of their present or future Affiliates shall be in default under any repurchase facility, loan facility or hedging transaction entered into by Seller or Guarantor or any of their present or future Affiliates, as applicable, to Buyer or any of its present or future Affiliates, which default (A) involves the failure to pay a matured obligation, or (B) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such repurchase facility, loan facility or hedging transaction; (xii) (A) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA), the reporting of which has not been waived by regulations, shall occur with respect to, or fail proceedings shall commence to contesthave a trustee appointed, the or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event (as so defined) or commencement of proceedings or appointment of a receivertrustee is, liquidatorin the reasonable opinion of Buyer, custodianlikely to result in the termination of such Plan for purposes of Title IV of ERISA, trustee or the like (D) any Plan shall terminate for purposes of the Borrower or for all Title IV of ERISA, (E) Seller or any part ERISA Affiliate shall, or in the reasonable opinion of its propertyBuyer is likely to, incur any liability in connection with a withdrawal from, or the Borrower insolvency or reorganization of, a Multiemployer Plan or (F) any other event or condition shall make occur or exist with respect to a general assignment Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xiii) either (A) the Transaction Documents shall for the benefit of its creditorsany reason not cause, or shall cease to cause, Buyer to be the Borrower shall failowner free of any adverse claim of any of the Purchased Assets, and such condition is not cured by Seller within five (5) Business Days after notice thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof, or admit in writing its inability, to pay, or generally not be paying, its debts (B) if a Transaction is recharacterized as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to bea secured financing, and the Loans Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Note Purchased Assets and such other amounts condition is not cured by Seller within five (5) Business Days after notice thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof; (xiv) any governmental, regulatory, or self-regulatory authority shall thereupon and have taken any action to that extent becomeremove, due and payable to limit, restrict, suspend or terminate the Lender. During rights, privileges, or operations of Seller, Pledgor or Guarantor, which suspension or termination has a Material Adverse Effect in the continuance determination of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Buyer;

Events of Default Remedies. If (a) The following are events of default: (i) Customer’s failure to pay Lease Fees or any other amount due under this Agreement as required pursuant to Section 3.3. (ii) Customer’s failure to execute, acknowledge and return an estoppel certificate requested in accordance with Section 12.12(b) or any document requested in accordance with Section 12.13 within 10 days after Lessor gives notice of such request. (iii) Customer shall fail to vacate the following events Customer Area immediately upon termination of this Agreement, by lapse of time or otherwise; (each, an “Event iv) The leasehold interest of Default”) Customer shall have occurred and be continuing for any reason whatsoever (whether voluntary levied upon under execution or involuntary, arising or effected be attached by operation process of law or otherwise): (a) any payment of principal of Customer shall fail to contest diligently the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance validity of any other term, covenant lien or agreement contained hereinclaimed lien and give sufficient security to Lessor to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released, and such default shall continue without cure for a period of 30 ten days after receipt of written notice thereof from the Lenderto Customer; (v) Customer shall become insolvent, or any representation or warranty contained herein or therein shall have at any time prove a negative tangible net worth, admit in writing its inability to have been incorrect pay its debts generally as they become due, file a petition in bankruptcy or misleading a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in any material respect when made; or (d) a case fraud of creditors, apply for or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee receiver of itself or the like of the Borrower or for all whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the Borrower federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; (vi) A court of competent jurisdiction shall make enter an order, judgment or decree adjudicating Customer a general assignment for bankrupt, or appointing a receiver of Customer, or of the benefit whole or any substantial part of its creditorsproperty, without the consent of Customer, or approving a petition filed against Customer seeking reorganization or arrangement of Customer under the Borrower shall failbankruptcy laws of the United States, as now in effect or hereafter amended, or admit in writing its inabilityany state thereof, to payand such order, judgment or generally decree shall not be payingvacated or set aside or stayed within thirty (30) days from the date of entry thereof; (vii) Customer’s use of the Customer Area and/or the Data Center threatens the availability, its debts as they become due; then during resiliency and/or routine operations of the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declareData Center, in whole or from time Lessor’s sole discretion; or (viii) Customer’s failure to time in partperform any other obligation under this Lease, including without limitation the principal ofResponsibilities, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance within 15 days after notice of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatenonperformance.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred occur and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): continuing: (a) the failure of Borrower to pay when due any payment of principal of the Loans or the sums payable under this Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; continuation of such failure for more than ten (10) days after written notice to Borrower from Lender requesting that Borrower cure such failure; (b) any payment the failure of interest on the Loans or Borrower to perform material non-monetary obligations under the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and/or Credit Documents and the Notecontinuation of such failure for more than thirty (30) days after written notice to Borrower from Lender requesting that Borrower cure such failure; provided, and however, that the time for Borrower to perform the such default is not cured non-monetary obligations shall be extended to ninety (90) days if Borrower commences the cure of the purported failure within two days; thirty (30) days of receipt of the written notice from Lender; or (c) the Borrower shall default in the performance or observance filing of any other term, covenant petition by or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary casecommencement of any proceedings for the relief or readjustment of any indebtedness of the Borrower, in either case seeking relief through reorganization, composition, extension or otherwise, under any Bankruptcy Lawlaw relating to bankruptcy, in each case as now insolvency or hereafter in effectreorganization or relief of debtors, or the taking of any action by the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like authorize any of the foregoing (provided that in the case of any petition or proceeding against Borrower filed or initiated by a party other than Borrower, only if such petition or proceeding remains undismissed, undischarged or unbonded for a period of ninety (90) days); then the Lender may declare this Note, all or interest hereon, and any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inabilityand all other amounts payable hereunder, to pay, or generally not be paying, its debts as they become due; then during immediately due and payable (but the continuance same shall occur and be automatic upon the occurrence of any Event of Default (other than any Event of Default specified in under clause (d) abovec), the Lender may by written notice to the Borrower declarewhereupon this Note, in whole or from time to time in part, the principal of, and accrued all such interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon become and to that extent become, be immediately due and payable to the Lender. During the continuance payable, all without presentment, protest, demand or notice of any Event kind, all of Default specified in clause (d) above, automatically and without any notice to which are expressly waived by the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) The following shall constitute Events of Default: (1) If Operator shall fail to keep, observe or perform any payment material covenant, agreement, term or provision of principal of the Loans this Agreement to be kept, observed or the Note performed by Operator, and such failure shall not be paid when and as due (whether at maturity, by reason to a refusal on the part of acceleration Lessee to approve the Proposed Annual Plan or otherwise) and in accordance with Lessee’s failure to timely provide funds requested pursuant to the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure for a period of 30 thirty (30) days after receipt of written notice specifying such failure given by Lessee to Operator, or if Operator due to any act or omission on the part of Operator and without the fault of Lessee, shall fail to maintain the Permits and such failure shall continue for a period of thirty (30) days after written notice specifying such failure given by Lessee to Operator; provided that if such failure is incapable of cure within such thirty (30) day period, then the cure period shall be extended for a period of ninety (90) days provided that Operator commenced the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion; (2) The failure of Operator to pay any amount to Lessee provided for herein for a period of five (5) days after written notice by Lessee of failure to pay such sum when payable; (3) The failure of Lessee to pay any amount to Operator provided for herein for a period of five (5) days after written notice by Operator of failure to pay such sum when payable. If any sum of money is not paid within five (5) days following the date same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Lessee, such sum shall bear interest at the Default Rate from the Lenderdate Operator advanced such sum on behalf of Lessee until the date Lessee actually pays such sum. If the failure to pay relates to the Management Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid; (4) The filing of a voluntary petition in suspension of payments, bankruptcy or insolvency by either Lessee or Operator or any representation entity which owns or warranty contained herein controls such party or therein shall at if any time prove to have been incorrect such party otherwise voluntarily avails itself of any federal or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment state laws for the benefit relief of its creditors, debtors or the Borrower shall fail, or admit admits in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during ; (5) The consent to an involuntary petition in bankruptcy or the failure to vacate within sixty (60) days from the date of entry thereof any order approving an involuntary petition by or against either Lessee or Operator; (6) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee or Operator a bankrupt or insolvent or appointing a judicial receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of one hundred twenty (120) consecutive days; (7) The failure of either Lessee or Operator to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of any Event such default for a period of Default thirty (other 30) days after written notice of such failure; (8) If because of any act or omission on the part of Operator, and without the fault of Lessee, either (i) the Franchise Agreement or (ii) any required license for the sale of alcoholic beverages at the Hotel, is at any time suspended, terminated or revoked for a period of more than any Event thirty (30) consecutive days, provided, however, if, at the end of Default specified in clause such thirty (d30) above)day period the cure has not been effectuated notwithstanding Operator’s diligent and continuous attempts to cure, then the cure period shall be extended for an additional period of sixty (60) days; (9) Failure by Operator to pay, when due, the Lender may accounts payable for the Hotel for which Lessee had previously reimbursed Operator; (10) If because of a default under the Mortgage not caused by written notice to the Borrower declare, in whole or from time to time in partdefault of Operator under this Agreement, the principal ofMortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (11) If Operator commits an act of fraud, criminal conduct, misappropriation of funds, dishonesty or willful misconduct in connection with the management and accrued interest on, operation of the Loans and Hotel. (b) Upon the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified in clause (d) aboveDefault, automatically and without any notice the non-defaulting party shall give to the Borrowerdefaulting party notice of its intention to terminate this Agreement after the expiration of a period of ten (10) days from such date of notice and, upon the expiration of such period, this Agreement shall terminate and expire. In the event such default is not cured, the principal of, and accrued interest on, non-defaulting party may terminate the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateAgreement without payment of any penalty or termination fees.

Events of Default Remedies. If any (a) Each of the following events (eachshall, upon the occurrence and continuance thereof, be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):: (ai) Seller shall fail to: (A) remit any Repurchase Price when due; (B) remit any Price Differential or Facility Fee when due and such failure is not cured within one (1) Business Day after the relevant due date; (C) deposit when due any Income into the Income Account; (D) remit any fees (other than the Facility Fee), escrow payment of principal of the Loans or the Note shall not be paid other amount when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with pursuant to the terms of this Agreement or any other Transaction Document and such failure is not cured within three (3) Business Days after the Noterelevant due date; (E) cure any Margin Deficit as provided in Paragraph 4; or (F) repurchase any Purchased Mortgage Loan at the time and for the amount required hereunder; or (ii) (A) any representation or warranty made by Seller in connection with this Agreement or any other Transaction Document or contained herein or therein is inaccurate or incomplete in any material respect on or as of the date made or hereafter becomes untrue in any material respect or (B) any information contained in any written statement, report, financial statement or certificate made or delivered by Seller (either before or after the date hereof) to Buyer pursuant to the terms of any Transaction Document is untrue or incorrect in any material respect as of the date when made or deemed made; provided that, notwithstanding the foregoing, any breach of a representation and warranty with respect to a Purchased Mortgage Loan under Paragraph 10(a)(i) or Paragraph 10(b) (including any such representation and warranty set forth in Exhibit B) shall not constitute a Default or Event of Default hereunder if such breach was not knowing, willful or fraudulent and either (x) such breach does not result in a Margin Deficit under Paragraph 4 or (y) if such breach results in a Margin Deficit under Paragraph 4, Seller cures such Margin Deficit as provided in Paragraph 4; or (iii) Seller shall fail in the observance or performance of any duty, responsibility or obligation imposed by or set forth in Paragraph: (A) 11(c) (Inspection of Properties and Books); (B) 11(o) (Loan Determined to be Defaulted or Defective) (C) 11(w) (Financial Covenants); or (D) 11(y) (Management Change); or (iv) Seller shall fail in the observance or performance of any duty, responsibility or obligation imposed by or set forth in Paragraph: (A) 11(d) (Notices); (B) 11(f) (Insurance); (C) 11(g) (Financial Statements and Other Reports); (D) 11(h) (Limits on Distributions); (E) 11(k) (Transactions with Affiliates); (F) 11(l) (Defense of Title; Preservation of Mortgage Assets); (G) 11(m) (Limitation on Sale of Assets); (H) 11(n) (No Amendment or Compromise); (I) 11(p) (Further Assurances); (J) 11(q) (Hedging Arrangements); (K) 11(r) (No Guaranties); (L) 11(s) (Underwriting Guidelines); (M) 11(t) (No Mergers, Acquisitions, Subsidiaries); or (N) 11(v) (Takeout Commitments) and Seller fails to cure such failure and all of its material effects for a period of five (5) Business Days; or (v) Seller shall fail in the observance or performance of any duty, responsibility or obligation imposed by or set forth in: (A) Paragraph 11(a) (Maintenance of Existence; Conduct of Business) other than the provisions thereof described or referred to in subparagraph 12(a)(viii), 12(a)(ix) or 12(a)(x) below; (B) Paragraph 11(b) (Compliance with Applicable Laws); (C) Paragraph 11(e) (Payment of Debt, Taxes, etc.); (D) Paragraph 11(i) (Use of Chase’s Name); (E) Paragraph 11(j) (Reporting); (F) Paragraph 11(u) (UCC); (G) Paragraph 11(x) (Government Regulation); or (H) any provision of this Agreement or any of the other Transaction Documents except those Paragraphs of this Agreement that are specifically referenced in this Paragraph 12(a); and Seller fails to cure such failure and all of its material effects for a period of thirty (30) days; or (vi) any Act of Insolvency occurs with respect to (A) Seller or Pulte Homes, Inc., or (B) any of Seller’s Subsidiaries and, in the case of an event under this clause (B), such Act of Insolvency could reasonably be expected to result in a Material Adverse Effect; or (vii) a judgment or decree is entered against Seller or any of its Subsidiaries involving claims in an amount in excess of Five Hundred Thousand Dollars ($500,000) not paid or not fully covered by insurance and such judgment or decree is not vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from entry thereof; or (viii) any Agency, or private investor, or any other Person seizes or takes control of the servicing portfolio of Seller or any of Seller’s Subsidiaries, for breach of any servicing agreement applicable to such servicing portfolio or for any other reason whatsoever; or (ix) any Agency revokes or materially restricts the authority of Seller or any of Seller’s Subsidiaries to Originate, purchase, sell or service Mortgage Loans, or Seller, any of Seller’s Subsidiaries, or any Subservicer shall fail to meet all requisite servicer eligibility qualifications promulgated by any Agency; or (x) any Governmental Authority other than an Agency revokes or materially restricts the authority of Seller or any of Seller’s Subsidiaries to Originate, purchase, sell or service Mortgage Loans, and such revocation, restriction or failure could reasonably be expected to result in a Material Adverse Effect; or (xi) there is a material default by Seller or any of its Affiliates or Subsidiaries under an agreement (if any) that Seller, or any of its Affiliates or Subsidiaries, has entered into with Buyer, or any of its Affiliates or Subsidiaries; or (xii) Seller or any of its Subsidiaries fails to pay when due any other Debt in excess of Two Hundred Fifty Thousand Dollars ($250,000) individually or in the aggregate beyond any period of grace provided, or there occurs any breach or default with respect to any material term of any such Debt, if the effect of such failure, breach or default is to cause, or to permit the holder or holders thereof (or a trustee on behalf of such holder or holders) to cause, such Debt of such Person to become or be declared due prior to its stated maturity (upon the giving or receiving of notice, lapse of time, both, or otherwise); or (xiii) there is a Material Adverse Effect; or (xiv) Seller or any of its Subsidiaries defaults under any mortgage loan repurchase arrangement in excess of Two Hundred Fifty Thousand Dollars ($250,000) individually or in the aggregate similar to this Agreement, including off balance sheet repurchase arrangements, or under any warehouse lending arrangement in excess of Two Hundred Fifty Thousand Dollars ($250,000) individually or in the aggregate, including off balance sheet warehouse lending arrangements, which it may have with any other Person, beyond any period of grace provided beyond any applicable notice and grace periods; or (xv) (A) Seller shall assert that any Transaction Document is not in full force and effect or shall otherwise seek to terminate or disaffirm its obligations under any such Transaction Document at any time following the execution thereof or (B) any Transaction Document ceases to be in full force and effect, or any of Seller’s material obligations under any Transaction Document shall cease to be in full force and effect, or the enforceability thereof shall be contested by Seller; or (xvi) any Governmental Authority or any Person acting or purporting to act under Governmental Authority shall have taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the assets of Seller, any of its Subsidiaries, or any Subservicer, or shall have taken any action to displace the management of Seller or any of its Subsidiaries or to curtail its authority in the conduct of the business of Seller or any of its Subsidiaries, or to restrict the payment of dividends to Seller by any Subsidiary of Seller, and such action shall not have been discontinued or stayed within thirty (30) days; or (xvii) any Change in Control of Seller or any of its Subsidiaries shall have occurred without Buyer’s prior written consent; or (xviii) any failure by Seller to deliver assignments executed in blank to Buyer or its designee for any Purchased Mortgage Loan within five (5) Business Days following any termination of Seller’s MERS membership; or (xix) the initiation of any investigation of Seller by any Governmental Authority, which is reasonably likely to have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents; provided, that Seller is not otherwise prohibited from disclosing the fact of the investigation; or (xx) the Pension Benefit Guaranty Corp. shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of Seller or any of its Subsidiaries; or (xxi) Seller shall become subject to registration as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. (b) If an Event of Default occurs and is continuing, then, Buyer may, at its option by written notice to Seller (i) declare the Repurchase Date for each outstanding Transaction hereunder, if it has not already occurred, to be deemed immediately to occur (except that, in the event that the Purchase Date for any payment Transaction has not yet occurred as of interest on the date of such exercise, such Transaction shall be deemed immediately canceled), (ii) terminate and replace Seller as interim servicer with respect to any Mortgage Assets at the cost and expense of Seller, (iii) direct or cause Seller to direct, all Mortgagors to remit all Income directly to an account specified by Buyer and (iv) terminate any commitment of Buyer to purchase Mortgage Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of under this Agreement and the Note, and such default is not cured within two days;Agreement. (c) If Buyer has exercised the Borrower option referred to in Paragraph 12(b), then (i) Seller’s obligations hereunder to repurchase all Purchased Mortgage Loans in such Transactions on the Repurchase Date determined in accordance with Paragraph 12(b)(i) shall default thereupon become immediately due and payable, (ii) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of (x) the greater of (i) the Pricing Rate for such Transaction and (ii) two percent (2.0%) plus the Prime Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to Paragraph 12(b) (decreased as of any day by (A) any amounts retained by Buyer with respect to such Repurchase Price pursuant to clause (iii) or clause (iv) of this Paragraph and (B) any proceeds from the sale of Purchased Mortgage Loans pursuant to Paragraph 12(d), on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (iii) all Income paid after such exercise or deemed exercise shall be payable to and retained by Buyer and shall be applied to the aggregate unpaid Repurchase Prices and all other amounts owed by Seller to Buyer or any other Indemnified Party under the Transaction Documents, (iv) in accordance with Paragraphs 4 and 5, all amounts on deposit in the performance Accounts, shall be applied by Buyer to the aggregate unpaid Repurchase Prices and all other amounts owed by Seller to Buyer or observance any other Indemnified Party under the Transaction Documents, (v) Seller shall, if directed by Buyer in writing, immediately deliver to Buyer any documents then in Seller’s possession relating to any Purchased Mortgage Loans subject to such Transactions, (iv) Buyer may, by notice to Seller, declare the Termination Date to have occurred, except that, in the case of any other termevent described in Paragraph 12(a)(vi), covenant or agreement contained herein, and such default the Termination Date shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove be deemed to have been incorrect or misleading in any material respect when made; oroccurred automatically upon the occurrence of such event. (d) a case or proceeding shall be commenced against Upon the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any Event of Default Default, without prior notice to Seller, Buyer may (A) immediately sell, on a servicing released or servicing retained basis as Buyer deems desirable, in a recognized market at such price or prices as Buyer may in its sole discretion deem satisfactory, any or all Purchased Mortgage Loans subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other than amounts owing by Seller to Buyer or any other Indemnified Party under the Transaction Documents or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give Seller credit for such Purchased Mortgage Loans in an amount equal to the Market Value therefor on such date against the aggregate unpaid Repurchase Prices and any other amounts owing by Seller to Buyer or any other Indemnified Party under the Transaction Documents. The proceeds of any disposition described above shall be applied first, to the out-of-pocket costs and expenses reasonably incurred by Buyer in connection with or as a result of an Event of Default specified (including, without limitation, legal fees, consulting fees, accounting fees, file transfer and inventory fees, costs and expenses incurred in clause respect of a transfer of the servicing of the Purchased Mortgage Loans and costs and expenses incurred in connection with a disposition of the Purchased Mortgage Loans); second, to costs of cover and/or related hedging transactions; third, to the aggregate and accrued Price Differential owed hereunder, fourth, to the remaining aggregate Repurchase Prices owed hereunder; fifth, to any other accrued and unpaid obligations of Seller hereunder and under the other Transaction Documents, and sixth, any remaining proceeds shall be paid to Seller or other Person legally entitled thereto. The parties acknowledge and agree that (d1) abovethe Purchased Mortgage Loans subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Mortgage Loans, Buyer may establish the source therefor in its sole discretion, (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Purchased Mortgage Loans) and (4) in soliciting price, bid and offer quotations for any Purchased Mortgage Loan, it is reasonable for Buyer to use only the information provided by Seller on the daily data tape pursuant to Paragraph 11(g)(vii). The parties further recognize that it may not be possible to purchase or sell all of the Purchased Mortgage Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Mortgage Loans may not be liquid at such time. In view of the nature of the Purchased Mortgage Loans, the Lender parties agree that liquidation of a Transaction or the underlying Purchased Mortgage Loans does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may by written notice elect the time and manner of liquidating any Purchased Mortgage Loan and nothing contained herein shall obligate Buyer to liquidate any Purchased Mortgage Loan on the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any an Event of Default specified or to liquidate all Purchased Mortgage Loans in clause the same manner or on the same Business Day and no such exercise of any right or remedy shall constitute a waiver of any other right or remedy of Buyer. (de) aboveSeller shall be liable to Buyer for (i) the amount of all reasonable legal fees or other out-of-pocket expenses reasonably incurred by Buyer in connection with or as a result of an Event of Default, automatically and without any notice (ii) damages in an amount equal to the Borrowerreasonable out-of-pocket cost (including all fees, expenses and commissions determined in good faith) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default and (iii) any other loss, damage or out-of-pocket cost or expense reasonably incurred directly arising or resulting from the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.o

Events of Default Remedies. If any 5.1. Each of the following events (each, constitutes an “Event of Default”) shall have occurred : 5.1.1. The Borrower fails to make due and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any punctual payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans Line of Credit or any other of its obligations due to the tender or any part thereof, when the same become due and payable, whether at maturity or otherwise; 5.1.2. if there shall exist final judgments against the Borrower aggregating in excess of Five Hundred Thousand Dollars ($500,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or 5.1.3. the Borrower shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the Note shall not appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more. 5.2. Upon the occurrence of any Event of Default, the Lender may declare its commitment to make the Advances under the Line of Credit to be paid when suspended and as due provide to the Borrower written notice of such default and request that the default be cured within ten (whether at maturity10) days following the date of such notice to the Borrower. Notwithstanding the provisions of Section 4 hereof, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and event such default is not cured within two days; the ten (c10) the Borrower shall default in the performance or observance of any other termday demand period, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declareterminate this Agreement and, in whole or from time to time in partaddition, may: 5.2.1. Declare the unpaid principal ofbalance, and accrued all interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note thereon and all other amounts payable under this Agreement immediately due and payable (in the event of demand hereunder all Surcharges shall be payable in cash). 5.2.2. Immediately, without expiration of any further period of grace, enforce payment of all obligations of the Borrower to the Lender under this Agreement and under agreements executed in connection herewith and may exercise any and all other remedies granted to the Lender at law, in equity or otherwise. 5.2.3. Exercise all of the Lender’s rights under the terms of any security agreement, assignment, trust deed, pledge or other lien document executed in connection herewith. 5.3. The Borrower agrees that after the exercise by the Lender of the remedies specified above, following an Event of Default, the obligations due hereunder shall accrue interest until paid at the rate of twenty percent (20%) per annum or the maximum amount permitted by law, whichever is less (the “Default Rate”). 5.4. On or after the occurrence of an Event of Default and the notice to the Borrower by the Lender of the Lender’s intention to declare the entire amount of outstanding principal and interest hereunder due and payable, the Borrower agrees to pay all expenses and fees including attorney’s fees and court costs incurred by the Lender in the collection of the obligations and/or incurred in any bankruptcy or insolvency proceeding or in any arbitration proceedings. These expenses shall be due and payable immediately. If the Borrower fails to make the Lender full payment of such fees and expenses within fifteen days following the Commitment date of demand therefore, such fees and expenses shall terminateaccrue interest until paid at the Default Rate.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment The following events shall constitute Events of principal Default: (1) Shipowner shall not have received within five (5) days of the Loans date when due any amount of Charter Hire which is payable by Charterer to Shipowner under this Demise Charter; or (2) Charterer shall take any action which results in a breach of Institute Warranties and Clauses (if such breach would result in cancellation, loss or other material adverse change in required insurance taken as a whole) or cancellation or revocation of the documentation of the Vessels under the laws and regulations of the United States or Charterer shall abandon any Vessel in a foreign port (unless there shall have been an actual or constructive total loss or agreed or compromised total loss of such Vessel), or Charterer shall make any assignment prohibited by Article 14(b) or any Other Charter prohibited by Article 14(c), or Charterer shall fail to maintain insurance on the Vessels which in all material respects complies with the requirements of Article 9 hereof; or (3) any material representation or warranty made by Charterer herein or in any other Transaction Document shall prove to be inaccurate in any material respect on the date as of which it was made, and, if the same is susceptible to cure in a manner that is not prejudicial to any right or interest of Shipowner, Owner Participant or the Note shall not be paid when and as due Trust Company, Charterer fails to effect such cure within thirty (whether at maturity, by reason of acceleration or otherwise30) and in accordance with the terms of this Agreement and the Note;days after Charterer receives written notice thereof; or (b4) Charterer shall fail to perform or observe any payment of interest on the Loans other covenant, condition or the Note shall not agreement to be paid when and as due (whether at maturity, performed or observed by reason of acceleration or otherwise) and in accordance with the terms of it under this Agreement and the Note, Demise Charter and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure unremedied for a period of 30 thirty (30) days after receipt by it of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeShipowner; or (d5) a case Charterer (i) shall fail to perform or proceeding observe any covenant, condition or agreement to be performed or observed by it under any of the other Transaction Documents and such failure continues for thirty (30) days after receipt by it of written notice thereof from Shipowner or Owner Participant, or (ii) shall be commenced in default pursuant to the terms of any of the other Transaction Documents after the giving of notice and the passage of any grace period, if any, provided therein with respect to such default; or (6) the occurrence of a Transaction Event of Default; or (7) Charterer shall cease to be a “citizen of the United States” qualified to engage in the United States coastwise trade within the meaning of Section 2 of the Shipping Act; or (8) the entry of a decree or order by a court having jurisdiction in the premises adjudging Charterer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Charterer under the Federal Bankruptcy Code or any other applicable Federal, State or foreign law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Charterer or of any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Charterer, and the continuance of such decree or order unstayed and in effect for a period of ninety (90) consecutive days; or an involuntary petition shall have been filed against Charterer seeking reorganization, arrangement, adjustment or composition of or in respect of Charterer under the BorrowerFederal Bankruptcy Code or any other applicable Federal, State or foreign law and such petition shall not have been withdrawn, dismissed or stayed within ninety (90) days of filing; or (9) the institution by Charterer of proceedings to be adjudicated a bankrupt or insolvent, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now consent by Charterer to the institution of bankruptcy or hereafter in effectinsolvency proceedings against it, or the Borrower shall apply forfiling by Charterer of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal, consent toState or foreign law, or fail the consent by Charterer to contest, the filing of any such petition or to the appointment of a receiver, liquidator, custodianassignee, trustee trustee, sequestrator or the like other similar official of the Borrower Charterer or for all or of any substantial part of its property, or the Borrower shall make a general making by Charterer of an assignment for the benefit of its creditors, or the Borrower shall fail, or admit admission by Charterer in writing its inability, of an inability to pay, or pay debts generally not be paying, its debts as they become due, or the taking of corporate action by Charterer in furtherance of any such action; then during or (10) Charterer or any Affiliate thereof, shall default (after the continuance expiration of any applicable period of grace with respect thereto) in the payment of any Indebtedness in excess of $10,000,000.00 or in the payment of any Indebtedness due to Owner Participant or any of its Affiliates, or, to the extent not covered in any other clause of this Article 15(a), shall default in the performance of any other material obligation to, or observance of any material covenant for the benefit of, Owner Participant or any of its Affiliates which results in the acceleration of the indebtedness due under any loan, note, indenture, security agreement, lease, guarantee, title retention or conditional sales agreement or other instrument or agreement evidencing such indebtedness or obligation; or (11) Charterer shall terminate its existence, be a party to any merger, consolidation or sale of substantially all of its assets except as permitted pursuant to Section 5.1(e) of the Agreement. Charterer shall promptly notify Shipowner of the occurrence of any Event of Default or the occurrence of any events or conditions, which, upon the giving of notice or lapse of time, or both, may become an Event of Default. (other than b) Upon the occurrence of any Event of Default specified in clause (d) above)Default, Shipowner, so long as the Lender may same shall be continuing, may, by written notice to the Borrower declareCharterer, declare this Demise Charter to be in whole default; provided, however, no written notice need be given or from declaration made in respect of an Event of Default pursuant to Article 15(a)(8) or (a)(9) hereof; and at any time to time in partthereafter, the principal ofso long as Charterer shall not have remedied all continuing Events of Default, Shipowner may do, and accrued interest onCharterer shall comply with, one or more of the Loans acts specified in subparagraphs (i) through (iv) of this Article 15(b) as Shipowner in its sole discretion shall elect: (A) Upon written demand, Shipowner may cause Charterer at Charterer’s expense to, and Charterer shall promptly, redeliver the Note Vessels or cause the Vessels to be redelivered, with all reasonable dispatch to Shipowner and in the condition required by the terms of Article 13 hereof as if the Vessels were being redelivered at the expiration of the Charter Period, and all obligations of Charterer under said Article 13 shall apply to such Redelivery, or (B) Shipowner or its agent, at Shipowner’s option, without further notice, may, but shall be under no obligation to, retake the Vessels wherever found, whether upon the high seas or at any port, harbor or other place and irrespective of whether Charterer, any subcharterer or any other Person may be in possession of the Vessels, all without prior demand and without legal process, and for that purpose Shipowner or its agent may enter upon any dock, pier or other premises where the Vessels may be and may take possession thereof, without Shipowner or its agent incurring any liability by reason of such retaking, whether for the restoration of damage to property caused by such retaking or otherwise. The exercise by Shipowner of its remedies under this subparagraph (i) shall be without prejudice, and in addition, to any of Shipowner’s other remedies referred to below in this Article 15(b). (ii) Shipowner, by written notice to Charterer specifying a payment date not earlier than ten (10) nor later than thirty (30) days from the date of such notice, may require Charterer to pay to Shipowner, and Charterer hereby agrees that it will pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, and in lieu of any Basic Hire payments hereunder, all unpaid Basic Hire, if any, through the payment date specified in such notice, plus an amount equal to the Stipulated Loss Value of each Vessel computed as of the Basic Hire Payment Date immediately preceding the payment date specified in such notice (or as of such payment date if such payment date is a Basic Hire Payment Date), and Shipowner shall pay over to Charterer the net proceeds of any sale, charter or other disposition of the Vessels actually received by Shipowner (after deducting all costs and expenses whatsoever incurred by Shipowner in connection therewith and all other amounts owing which may become payable to Shipowner hereunder or under or pursuant to any of the other Transaction Documents) up to the amount of such Stipulated Loss Value and interest actually paid by Charterer to Shipowner; provided, however, that in the event that (x) Charterer pays all such liquidated damages, interest, and any other amounts which may become payable hereunder or under any other Transaction Document, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer as is, where is, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). (iii) Whether or not Shipowner shall have exercised, or shall thereafter at any time exercise, any options, rights or remedies under Article 15(b)(i) or (b)(iv), Shipowner in lieu of exercising its rights under paragraph (ii) of this Article 15(b), may by notice to Charterer specifying a Basic Hire Payment Date which is not earlier than ten (10) days nor more than thirty (30) days after the date of such notice, require Charterer to pay to Shipowner, and Charterer shall pay to Shipowner, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the aggregate of all unpaid Basic Hire and Supplemental Hire payable in accordance with the terms of this Demise Charter (plus any other amounts due to Shipowner) on or prior to such payment date plus an amount equal to the excess of: (1) Stipulated Loss Value for each Vessel, computed as of the Basic Hire Payment Date occurring on or immediately preceding the payment date specified in such notice, over (2) whichever of the following amounts Shipowner, in its sole discretion, shall specify in such notice: (x) the Fair Market Sales Value of each Vessel as of the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice or (y) the Fair Market Bareboat Charter Value of each Vessel for the period from the Basic Hire Payment Date occurring on or next preceding the payment date specified in such notice to what would have been the end of the Term in the absence of the termination of Charterer’s rights to such Vessel, after discounting such Fair Market Bareboat Charter Value semi-annually (effective on each Basic Hire Payment Date which would have occurred under this Charter) to present worth (using a rate equal to the 1-year Treasury Constant maturity rate as published in the Selected Interest Rates table of the Federal Reserve statistical release H.15(519) for the week ending immediately prior to the Closing Date). The whole sum of the liquidated damages shall be remitted by Charterer to Shipowner. For purposes of clause (2) of subparagraph (iii), above, (x) the Fair Market Sales Value or the Fair Market Bareboat Charter Value, as the case may be, shall be zero if Shipowner is unable to recover possession of the Vessels in accordance with the terms of this subsection (b); (y) if Shipowner shall have sold the Vessels prior to the giving of the notice referred to above in this subsection (a)(iii), the Fair Market Sales Value shall be the net proceeds of such sale after deducting all unreimbursed costs and expenses whatsoever incurred by Shipowner in connection therewith; and (z) there shall be added to Fair Market Sales Value or to Fair Market Bareboat Charter Value, as the Loans case may be, the net proceeds received by Shipowner (after deducting all unreimbursed costs and expenses whatsoever of Shipowner with respect thereto) from any charter of the Note Vessels to others pursuant to this Article 15(b) to the extent such proceeds are received by Shipowner prior to the giving of the notice referred to above in this Article 15(b)(iii). If at any time within eighteen (18) months after the payment of the amounts specified in this Article 15(b)(iii) under the circumstances described in clause (x) above (in which the Fair Market Sales Value or Fair Market Bareboat Charter Value of the Vessels was deemed to have been zero), Shipowner shall obtain possession of the Vessels and sell or charter the Vessels, then promptly after receipt by Shipowner thereof, Shipowner shall pay to Charterer all net proceeds of such sale or charter up to the amount paid by Charterer pursuant to this Article 15(b)(iii). Notwithstanding the provisions of this Article 15(b), in the event that (x) Charterer pays all liquidated damages under this Article 15(b)(iii) and any other amounts owed under this paragraph (iii) within a one year period from the occurrence of the applicable Event of Default, and (y) the Vessels are not then sold, Shipowner shall, at the request of Charterer, transfer, for no additional consideration, the Vessels to Charterer, AS IS, WHERE IS, without recourse or warranty of any kind (other than a warranty against Shipowner’s Liens). Nothing contained in this Article 15(b) shall thereupon and require Shipowner to that extent becomesell or charter the Vessels at any time. (iv) Shipowner or its agent may sell the Vessels at public or private sale, due and payable with or without advertisement or publication, as Shipowner may determine (but with at least ten (10) days’ prior written notice to Charterer, which both parties hereto agree is reasonable notice), or otherwise may dispose of, hold, use, operate, charter (whether for a period greater or less than the balance of what would have been the Term in the absence of the termination of Charterer’s rights to the LenderVessels) to others or keep idle the Vessels, all on such terms and conditions and at such place or places as Shipowner may determine in good faith and all free and clear of any rights of Charterer and of any claim of Charterer in admiralty, in equity, at law or by statute, whether for loss or damage or otherwise, and without any duty to account to Charterer except to the extent specifically provided in paragraph (iii) of this Article 15(b). During If Shipowner decides to sell, charter or otherwise dispose of the continuance Vessels, it may, in its sole discretion, determine to do so only in a single transaction with respect to all of the Vessels. (c) In addition to all amounts payable pursuant to Article 15(b) hereof, Charterer shall be liable for any and all Supplemental Hire payable under this Demise Charter before, during or after the exercise of any of the foregoing remedies and for all reasonable costs including all legal fees and any other costs and expenses whatsoever incurred by Shipowner by reason of the occurrence of any Event of Default specified or by reason of the exercise by Shipowner of any remedy hereunder, including, without limitation, all costs and expenses incurred by Shipowner in clause (d) aboveconnection with any retaking of the Vessels and, automatically and without any notice to upon the Borrowerredelivery or retaking of the Vessels in accordance with this Article 15(b), the principal ofplacing of the Vessels in the condition and seaworthiness required by the terms of Article 13 hereof and including interest on overdue Charter Hire as provided in Article 20(h) hereof. No remedy referred to in this Article 15 is intended to be exclusive, but each shall be cumulative, is in addition to, and accrued interest onmay be exercised concurrently with, any other remedy which is referred to in Article 15(b) and 15(c) or which may otherwise be available to Shipowner at law, in equity or in admiralty, including, without limitation, the Loans right of Shipowner to rescind this Demise Charter, to enforce the terms hereof, and the Note and exercise or beginning of exercise by Shipowner of any one or more of such remedies shall not preclude the simultaneous or later exercise by Shipowner of any or all such other amounts payable hereunder shall be due and payable remedies; provided, however, that liquidated damages having been agreed to by the Lender and the Commitment shall terminate.parties hereto pursuant to Article 15(b), Shipowner

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysfive Business Days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the BorrowerBorrower and shall continue undismissed and unstayed for a period of 60 or more days, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or an order for such relief shall be entered, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any such Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower Borrower, terminate the Facility and declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment Facility shall terminate.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note Loan shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement; (b) any payment of interest on the Loans or the Note Loan shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two daysBusiness Days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; (d) any default shall occur with respect to the payment of any recourse Indebtedness of the Borrower in an aggregate amount of $500,000 or more, and such default shall continue for more than the applicable period of grace or cure, if any; or any such Indebtedness shall become due before its stated maturity by acceleration of the maturity thereof as a result of a default by the Borrower; (e) any material provision of this Agreement ceases to be a valid and binding obligation of the Borrower, or the Borrower shall so assert in any pleading filed in any court; or (df) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then then, during the continuance of any Event of Default (other than any Event of Default specified in clause (df) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note Loan and all other amounts owing hereunder to be, and the Loans and the Note Loan and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (df) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note Loan and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default under this Note: (a) any the Company defaults in the due and punctual payment of all or any part of the principal of the Loans or the this Note shall not be paid when and as the same shall become due (and payable, whether at maturitythe stated maturity thereof, by reason notice of acceleration or demand for prepayment, or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any the Company defaults in the due and punctual payment of any interest on the Loans or the this Note shall not be paid when and as such interest shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, payable and such default is not cured within two shall have continued for a period of five consecutive days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower Company shall commence a voluntary casecase or other proceeding seeking liquidation, in either case seeking reorganization or other relief with respect to itself or its debts under any Bankruptcy Lawbankruptcy, in each case as insolvency or other similar law now or hereafter in effect, effect or the Borrower shall apply for, consent to, or fail to contest, seeking the appointment of a trustee, receiver, liquidator, custodian, trustee custodian or other similar official for the like of the Borrower or for all Company or any substantial part of its propertyassets, or shall consent to any such relief or to the Borrower appointment or taking possession by any such official in any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, fail generally to pay, or generally not be paying, pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; then during and (d) an involuntary case or other proceeding shall be commenced against the continuance Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for the Company or any Event substantial part of Default (its assets, and such involuntary case or other than any proceeding shall remain undismissed and unstayed for a period of 30 consecutive days. If an Event of Default specified in clause clauses (c) and (d) above)of this Section 2 shall occur, this Note shall automatically become immediately due and payable together with interest accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If an Event of Default other than those specified in clauses (c) and (d) shall occur, the Lender holder of this Note may exercise any right, power or remedy permitted to such holder by written notice to the Borrower declareapplicable law, and shall have, in whole or from time to time in partparticular, without limiting the generality of the foregoing, the right to declare the entire unpaid principal of, and interest accrued interest on, the Loans and the this Note and all other amounts owing hereunder then outstanding to be, and the Loans this Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived, and the Note and such other amounts Company shall thereupon and to that extent become, due and payable forthwith pay to the Lender. During holder of this Note the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the entire unpaid principal of, and interest accrued interest on, this Note. No course of dealing on the Loans part of the holder of this Note nor any delay or failure on the part of the holder of this Note to exercise any rights shall operate as a waiver of such right or otherwise prejudice the holder's rights, powers and remedies. If the Note and all other Company fails to comply with any provision of this Note, the Company shall pay to the holder, to the extent permitted by applicable law, such further amounts payable hereunder as shall be sufficient to cover the costs and expenses, including but not limited to reasonable attorneys' fees, incurred by the holder in collecting any sums due and payable on this Note or in otherwise assessing, analyzing or enforcing any rights or remedies that are or may be available to the Lender and the Commitment shall terminateholder.

Events of Default Remedies. If All Obligations under this Agreement and the Note shall, at the option of the Lender, become due and payable without notice or demand, upon the happening of any one of the following specified events (eacheach a “Default,” and the occurrence of such, an “Event of Default”) by or with respect to Obligor (the “Accelerated Obligations”) and the Accelerated Obligations shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): bear interest at the Default Rate: (a) failure to pay any payment of principal of the Loans or the Note shall not be paid when and amount as due (whether at maturity, by reason of acceleration or otherwise) and set forth in accordance with the terms of this Agreement and and/or the Note; ; (b) failure or omission to perform, keep, or observe any payment of interest on the Loans other term, provision, condition, covenant or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and agreement contained in accordance with the terms of this Agreement and and/or under the Note, and such default is not cured within two ten (10) days after written notice of such default from the Lender pursuant to Section 12; provided, however, with respect to failure to maintain the Manufacturing Facility Equipment pursuant Section 7(j), such period shall be [***] days; ; (c) a material breach by the Borrower shall default in Obligor of the performance Purchase Agreement not cured within any applicable cure period, whether having occurred on or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeeffective date thereof; or (d) a case or proceeding shall be commenced against material breach by the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like Obligor of the Borrower Equity Investment Agreements, as defined in the Purchase Agreement, not cured within any applicable cure period, whether having occurred on or for all or any part after the effective date thereof; (e) the making of its property, or the Borrower shall make a general assignment for the benefit of its creditors; (f) the filing of any petition or the commencement of any proceeding for any relief under any bankruptcy or insolvency laws, or any laws relating to the Borrower shall failrelief of debtors; (g) suspension of the transaction of the Obligor’s usual business; or (9) a material breach by the Obligor of the Sublease not cured within any applicable cure period, whether having occurred on or after the effective date thereof, or admit in writing its inabilitycancellation, to payfor whatever reason, or generally not be paying, its debts as they become due; then during of the continuance of any Sublease. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender may by written notice exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Borrower declareObligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Lender, without demand of performance or other demand, presentment, protest, or notice of any kind (except any notice required by law referred to below) to or upon the Obligor or any other person or entity (all and each of which are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or 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 foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the 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 credit risk. The Lender shall have the right upon any such public sale or sales, and, to 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 or redemption in the Obligor, which right or equity is hereby waived or released. The Obligor further agrees, if an Event of Default shall have occurred and be continuing, at the Lender’s request, to assemble the Collateral and make it available to the Lender at places which the Lender shall reasonably select, whether at the Obligor’s premises or elsewhere. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or from time in part of the Obligations, in such order as the Lender may elect, and only after such application and after the payment by the Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, shall the Lender be required to time in partaccount for the surplus, if any, to the Obligor. To the extent permitted by applicable law, the principal ofObligor waives all claims, damages and accrued interest ondemands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights hereunder, provided that such release shall not apply to any claim, damage or demand resulting directly from the Loans and the Note and all other amounts owing hereunder to begross negligence, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to actual willful misconduct or bad faith of the Lender. During 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 [***] days before such sale or other disposition. The Obligor shall remain liable for any deficiency if the continuance proceeds of any Event sale or other disposition of Default specified in clause (d) above, automatically and without any notice the Collateral are insufficient to pay the Borrower, the principal of, and accrued interest on, the Loans Obligations and the Note fees and all other amounts payable hereunder shall be due and payable to disbursements of any attorneys employed by the Lender and the Commitment shall terminateto collect such deficiency.

Events of Default Remedies. If An Event of Default shall mean any one of the following events (each, an “whatever the reason for such Event of Default”) Default and whether it shall have occurred and be continuing for any reason whatsoever (whether voluntary effected voluntarily or involuntaryinvoluntarily, arising or effected by operation of law or otherwisepursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental body): (a) a Default by Borrower in the performance of any payment of principal of agreement contained in the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteLoan Documents; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance (i) apply for or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove consent to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidatortrustee, custodian, trustee custodian or the like liquidator of the Borrower or for all or any part of its property, or the Borrower shall (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) be adjudicated a bankrupt or insolvent or be the Borrower shall failsubject of an order for relief under applicable bankruptcy law, or admit (v) file a voluntary petition in writing its inabilitybankruptcy, or a petition or an answer seeking an arrangement with creditors or to take advantage of any bankruptcy, insolvency, readjustment of debt or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; or (c) an order, judgment or decree shall be entered, without the application, approval or consent of Borrower, by any court of competent jurisdiction, approving a petition appointing a receiver, trustee, custodian or liquidator of all or a substantial part of the assets of Borrower, and such order, judgment or decree shall continue unstayed and in effect for a period of thirty (30) days. Upon the occurrence of an Event of Default, Lender may declare the then outstanding principal amount of the Loans (and all interest thereon) to be forthwith due and payable, whereupon such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. No right or remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other right or remedy, and every right and remedy shall, to paythe extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or generally otherwise, shall not be paying, its debts as they become due; then during prevent the continuance concurrent assertion or employment of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole appropriate right or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateremedy.

Events of Default Remedies. If any of the following events (each, an “Event herein called "Events of Default”") shall have occurred and be continuing (whatever the reason for any reason whatsoever (such Event of Default and whether it shall be voluntary or involuntary, arising involuntary or effected by operation of law or otherwiseotherwise and such Event of Default shall be deemed to be continuing until waived by the Purchaser in accordance with the terms hereof): (a) the Company shall default in the due and punctual payment or prepayment of all or any payment part of the principal of the Loans or the any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any Credit Party shall default in the due and punctual payment or prepayment of any interest or fees on the Loans any Note or the Note shall not be paid any other Obligations (other than principal of any Note) when and as such interest, fees or other Obligations, shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two shall continue for a period of five days; (c) the Borrower any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained in Section 10 of this Agreement; (d) any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained in this Agreement (other termthan those referred to in any subsection of this Section 11.1 other than this subsection (d)), covenant or agreement any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained hereinin any of the other Note Documents, and such default shall continue without cure for a period of 30 days after receipt days; (i) any Credit Party shall fail to pay any principal of, premium or interest on or any other amount payable in respect of written notice thereof from Indebtedness of such Person that is outstanding in a principal amount of at least $100,000 in the Lenderaggregate (excluding Indebtedness represented by the Notes) when the same becomes due and payable (whether at scheduled maturity, or by required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (ii) any representation other event shall occur or warranty contained herein condition shall exist under any agreement or therein instrument relating to any such Indebtedness and shall at continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (whether or not such acceleration occurs); or (iii) any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding such Indebtedness shall be commenced against the Borrowerdeclared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or the Borrower an offer to prepay, redeem, purchase or defease such Indebtedness shall commence a voluntary case, in either case seeking relief under any Bankruptcy Lawbe required to be made, in each case as now prior to the stated maturity thereof; (f) any Credit Party shall (i) apply for or hereafter in effectconsent to the appointment of, or the Borrower shall apply fortaking of possession by, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyProperty, or the Borrower shall (ii) be generally unable to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or the Borrower shall failforeign equivalent thereof, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or the foreign equivalent thereof, (vii) admit in writing its inabilityinability to pay its debts generally as such debts become due, (viii) take any action under the laws of its jurisdiction of organization analogous to payany of the foregoing, or generally (ix) take any requisite action for the purpose of effecting any of the foregoing; (g) a proceeding or case shall be commenced, without the application or consent of any Credit Party in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up of any Credit Party or composition or readjustment of the Indebtedness of any of them, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of any Credit Party or of all or any substantial part of the assets of any of them, or (iii) similar relief in respect of any Credit Party under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 30 days; or an order for relief shall be entered in an involuntary case under the Bankruptcy Code, against any Credit Party; or action under the laws of the jurisdiction of organization of any Credit Party analogous to any of the foregoing shall be taken with respect to any Credit Party and shall continue undismissed, or unstayed and in effect, for a period of 30 days; (h) final judgment for the payment of money shall be rendered by a court of competent jurisdiction against any Credit Party and such Credit Party shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, within 30 days from the date of entry thereof and within said period of 30 days, or such longer period during which execution of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, and such judgment together with all other such judgments shall exceed in the aggregate $125,000; (i) any representation, warranty or statement made by or on behalf of any Credit Party or any officer of any Credit Party in this Agreement, or any representation, warranty or statement made by or on behalf of such Credit Party or any officer of such Credit Party in any of the Transaction Documents or in any financial statement, Officer's Certificate or other instrument or document now or hereafter delivered pursuant to or in connection with any provision of this Agreement or the Transaction Documents, shall prove to be false or incorrect or breached in any material respect on the date as of which made; (j) any event or condition described in Section 4.19 hereof shall occur or exist and, as a result of such event or condition, together with all other such events or conditions, any Credit Party or any ERISA Affiliate shall incur, or in the opinion of the Purchaser is reasonably likely to incur, a liability of any kind under ERISA or otherwise that, in the opinion of the Purchaser, could have a Material Adverse Effect; (k) any provision of any of this Agreement, the Notes or the other Note Documents shall, for any reason, not be payingor shall cease to be in full force and effect, its debts or not be, or be asserted in writing by any Credit Party not to be, valid, binding and enforceable against any Person purported to be bound by it; (l) any of the Security Documents shall not give or shall cease to give the Purchaser the Liens and the rights, powers and privileges purported to be created thereby, including, without limitation, a valid, enforceable and perfected first priority security interest in, and Lien on, all of the Collateral subject thereto in favor of the Purchaser, superior and prior to the rights of all third Persons (except as they become dueotherwise expressly permitted by this Agreement or the Security Documents); then during or (m) any Change of Control shall occur; (i) upon the continuance occurrence of any Event of Default described in subsection (other than any Event of Default specified in clause f) or (d) aboveg), the Lender may unpaid principal amount of all Notes, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder or under the other Note Documents shall automatically become immediately due and payable, and all obligations of the Purchaser to purchase Revolving Notes hereunder shall terminate, without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived, or (ii) upon the occurrence of any other Event of Default, the Purchaser may, by written notice to the Borrower declareCompany, in whole or from time to time in part, declare the unpaid principal of, and accrued interest on, the Loans and the Note and amount of all other amounts owing hereunder Notes to be, and the Loans and the Note and such other amounts same shall thereupon and to that extent forthwith become, immediately due and payable to payable, together with the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and interest accrued interest on, the Loans and the Note thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder shall be due and payable or under the other Note Documents, and/or terminate all obligations of the Purchaser to the Lender and the Commitment shall terminatepurchase Revolving Notes hereunder, all without presentment, demand, notice, protest or other requirements of any kind, all of which are hereby expressly waived.

Events of Default Remedies. If any of the following events shall occur and be continuing: (eacha) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall be false or misleading in any material respect (or, with respect to any representations and warranties which are qualified by materiality or reference to Material Adverse Effect, in all respects) when made or deemed made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.1(l), 6.3, 6.5, 6.6 or 6.9, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations set forth in clause (i) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an “Event of Default”Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing for any reason whatsoever (whether voluntary with respect to Indebtedness or involuntary, arising Contingent Obligation the aggregate outstanding principal amount of which is $25,000,000 or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when mademore; or (di) the Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a case bankrupt or proceeding insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; or (ii) there shall be commenced against the BorrowerBorrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains un-dismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Loan Party shall commence a voluntary case, take any action in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effectfurtherance of, or the Borrower shall apply for, indicating its consent to, approval of, or fail to contestacquiescence in, any of the appointment of a receiveracts set forth in clause (i), liquidator(ii), custodian, trustee or the like of (iii) above; or (v) the Borrower or for all any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) the Borrower or any part of its property, or the Borrower other Loan Party shall make a general assignment for the benefit of its creditors; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Plan, (iii) the PBGC shall institute proceedings to terminate any Plan(s), (iv) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed withdrawal liability (within the meaning of Part I of Subtitle E of Title IV of ERISA) to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such withdrawal liability or is not contesting such withdrawal liability in a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability of more than $25,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release by any Loan Party, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or (B) any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case of clause (A) or (B), could reasonably be expected to have a Material Adverse Effect; or (j) any of the Borrower Loan Documents (including the guarantee contained in Section 1 of the Guarantee Agreement) shall failcease, or admit in writing its inabilityfor any reason, to pay, be in full force and effect or generally not be paying, its debts as they become due; then during the continuance any Loan Party or any Affiliate of any Event Loan Party shall so assert (excluding release of Default any Guarantor from its guarantee in accordance with the Loan Documents); or (other than k) there shall occur any Change of Control of the Borrower; then, and in any such event, (A) if such event is an Event of Default specified in clause (di) above), the Lender may by written notice or (ii) of paragraph (f) above with respect to the Borrower declareBorrower, in whole or from time to time in part, automatically the principal of, Commitments shall immediately terminate and the Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts owing hereunder to beunder this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the Loans and following actions may be taken: (i) with the Note and such other amounts shall thereupon and to that extent becomeconsent of the Required Lenders, due and payable the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Lender. During Borrower declare the continuance Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of any Event the Required Lenders, the Administrative Agent may, or upon the request of Default specified in clause (d) abovethe Required Lenders, automatically and without any the Administrative Agent shall, by notice to the Borrower, declare the principal of, and Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts payable hereunder owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the Lender payment of drafts drawn under such Letters of Credit, and the Commitment unused portion thereof after all such Letters of Credit shall terminatehave expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to pay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second, to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied: (i) first, to repay outstanding ABR Loans and (ii) second to repay outstanding Term Benchmark Loans and, if applicable, RFR Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The order of priority set forth in this paragraph and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, and the Issuing Lenders as among themselves. The order of priority set forth in clause (i) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. If any (a) With respect to each Transaction, each of the following events (each, clauses in this Section 14(a) shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) the applicable Seller fails to repurchase any payment of principal of Purchased Loan upon the Loans or applicable Repurchase Date; (ii) the Note shall not applicable Seller fails to cure a Margin Deficit requested to be paid when cured by Buyer in accordance with Section 4; (iii) Sellers fail to pay any Concentration Limit Amount in accordance with Section 3(o); (iv) a Purchase Price Amortization Amount exists and as due remains outstanding; (whether at maturity, by reason of acceleration or otherwisev) and the applicable Seller fails to pay any Extension Fee in accordance with the terms of this Agreement and the NoteFee Agreement; (bvi) an Act of Insolvency occurs with respect to QRS Seller, TRS Seller, Guarantor or Pledgor; (vii) QRS Seller, TRS Seller, Guarantor or Pledgor shall admit in writing its inability to, or its intention not to, perform any of its obligations hereunder or under any other agreement to which it is a party; (viii) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Loans, or (B) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans; (ix) the failure of either Seller to make any other payment of interest on the Loans or the Note shall not be paid when and as due (owing to Buyer which has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement, the Fee Agreement and the Note, and such default or any other Transaction Document which failure is not cured remedied within two days(2) Business Days; (cx) any governmental, regulatory, or self-regulatory authority shall have removed, restricted, suspended or terminated the Borrower rights, privileges, or operations of QRS Seller, TRS Seller or Guarantor, which, in each case, has a material impact on such Person’s ability to perform under the Transaction Documents; (xi) a Change of Control shall default have occurred without the prior written consent of Buyer; (xii) any representation made by QRS Seller, TRS Seller, Guarantor or Pledgor in the performance any Transaction Document shall have been incorrect or observance of untrue in any other term, covenant material respect when made or agreement contained herein, repeated or deemed to have been made or repeated and such default shall continue without cure incorrect or untrue representation exists and continues unremedied for a period ten (10) Business Days after the earlier of 30 days after receipt of written notice thereof from Buyer or either Seller’s actual knowledge of such incorrect or untrue representation (other than the Lenderrepresentations and warranties set forth in Section 10(i) made by the applicable Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, provided the applicable Seller did not have actual knowledge that it was materially incorrect or untrue at the time made, and so long as the applicable Seller repurchases the related Purchased Loan on an Early Repurchase Date no later than two (2) Business Days after knowledge of such incorrect or untrue representation and terminates the related Transaction); provided, however, if the circumstances which resulted in such representation being incorrect or untrue can be remedied and provided further that QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, is diligently working to remedy such circumstances, QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, shall have an additional five (5) Business Days to pursue such remedy; (i) Guarantor breaches any of the payment obligations set forth in the Guaranty, (ii) Guarantor shall fail to observe any of the financial covenants set forth in Section 5 of the Guaranty, or (iii) Pledgor breaches any representation of the payment obligations set forth in the Pledge Agreement; (xiv) a final non-appealable judgment by any competent court in the United States of America for the payment of money in an amount greater than $250,000 (in the case of QRS Seller, TRS Seller or warranty contained herein Pledgor) or therein $20,000,000 (in the case of Guarantor) shall at any time prove to have been incorrect rendered against QRS Seller, TRS Seller, Guarantor or misleading Pledgor, and remained undischarged or unpaid for a period of thirty (30) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; (xv) QRS Seller, TRS Seller, Guarantor or Pledgor shall have (x) defaulted under any Indebtedness to which it is a party, which default (A) involves the failure to pay a principal amount in excess of $250,000 (in the case of QRS Seller, TRS Seller or Pledgor) or $20,000,000 (in the case of Guarantor), or (B) results in the acceleration of the maturity of such Indebtedness in excess of a principal amount of $250,000 (in the case of QRS Seller, TRS Seller or Pledgor) or $20,000,000 (in the case of Guarantor) by any other party to or beneficiary of such Indebtedness or (y) failed to perform any other material non-payment obligation under such Indebtedness with an asserted damages claim in excess of the limits referenced in clause (x) with respect to QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable; provided, however, with respect to clause (y), that any such default, failure to perform or breach shall not constitute an Event of Default if QRS Seller, TRS Seller, Guarantor or Pledgor cures such default or failure to perform, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement; (xvi) either Seller fails to observe or perform in any material respect when madeany other obligation of such Seller under the Repurchase Documents or Purchased Loan Documents to which such Seller is a party, and such failure continues unremedied for five (5) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by such Seller; provided, however, in the case of any such failure to observe or perform any obligations that are susceptible to cure but cannot be cured within such five (5) Business Day period through the exercise of reasonable diligence, if such Seller commences such cure within the initial five (5) Business Day period and diligently prosecutes such cure, such five (5) Business Day cure period shall be extended to thirty (30) calendar days, and if at the end of such extended period, Buyer determines that such Seller has diligently prosecuted such cure and continues to diligently prosecute such cure, Buyer may extend the time to cure by up to an additional thirty (30) calendar days; or (dxvii) either Guarantor or Pledgor fails to observe or perform in any material respect any other obligation of Guarantor or Pledgor, as applicable, under the Transaction Documents to which Guarantor or Pledgor is a party, and such failure continues unremedied for five (5) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by Guarantor or Pledgor, as applicable; provided, however, in the case of any such failure to observe or proceeding perform any obligations that are susceptible to cure but cannot be cured within such five (5) Business Day period through the exercise of reasonable diligence, if Guarantor or Pledgor, as applicable, commences such cure within the initial five (5) Business Day period and diligently prosecutes such cure, such five (5) Business Day cure period shall be commenced against extended to thirty (30) calendar days, and if at the Borrowerend of such extended period, Buyer determines that Guarantor or Pledgor, as applicable, has diligently prosecuted such cure and continues to diligently prosecute such cure, Buyer may extend the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or time to cure by up to an additional thirty (30) calendar days. (b) After the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, each Seller hereby appoints Buyer as attorney-in-fact of such Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”), Buyer shall have the right to (A) declare the Availability Period End Date to have occurred, (B) to declare the Maturity Date to have occurred, and (C) to terminate this Agreement and any of the other Transaction Documents, as determined by Buyer. (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Section 14(b)(i): (A) Sellers’ obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the outstanding Purchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or the applicable Seller from time to time in part, the principal ofpursuant to Section 4 or Section 5 and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Section 14(b)(iii)); and (C) the Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence and during the continuance of an Event of Default, Buyer shall have the right to (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory, any or all of the Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a portion of any or all of the Purchased Loans, give Sellers credit for such Purchased Loans in an amount equal to the market value of such Purchased Loans as determined by Buyer in its sole good faith against the aggregate unpaid Repurchase Price for such Purchased Loans and the Note and all any other amounts owing hereunder by Sellers under the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to bethis Section 14(b)(iii) shall be applied in accordance with Section 5(f). (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Loans may not be liquid. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or the Purchased Loans does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Loans, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Sellers shall be liable to Buyer, on a joint and several basis, for (A) the amount of all actual out-of-pocket expenses, including third party legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, and (B) any other actual loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer QRS Seller and/or TRS Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans and the Note and against all of Sellers’ aggregate obligations to Buyer pursuant to this Agreement, whether or not such other amounts shall thereupon and obligations are then due, without prejudice to that extent become, due and payable Buyer’s right to recover any deficiency. (vii) Subject to the Lender. During notice and grace periods set forth herein, Buyer may exercise any or all of the continuance remedies available to Buyer immediately upon the occurrence of any an Event of Default specified in clause and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies which Buyer may have. (dviii) aboveBuyer may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and each Seller hereby expressly waives any defenses such Seller might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller also waives any defense such Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Loans, or from any other election of remedies. Each Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Upon the designation of any Accelerated Repurchase Date, Buyer may, without prior notice to either Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by either Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to either Seller. Buyer will give written notice to the Borrowerother party of any set off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the principal ofestimate, and accrued interest on, subject to the Loans and relevant party accounting to the Note and all other amounts payable hereunder when the obligation is ascertained. Nothing in this Section 14(b)(ix) shall be due effective to create a charge or other security interest. This Section 14(b)(ix) shall be without prejudice and payable in addition to the Lender and the Commitment shall terminateany right of set-off, combination of accounts, Lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Events of Default Remedies. If any 12.1 Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing ” for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation purposes of law or otherwise):this Agreement: (a) Except as otherwise provided herein, the failure of Municipality to punctually and properly perform any payment covenant, obligation or agreement contained in this Agreement or in any other document furnished by the Municipality to DOH in connection with the Project, and such failure shall continue and remain unremedied for a period of principal of thirty (30) days after written notice thereof, provided however, that if such failure has not been remedied in such time, the Loans or Commissioner may grant the Note shall not be paid when and Municipality such additional time as due (whether at maturityhe/she determines, by reason of acceleration or otherwise) in his/her sole discretion, in order to remedy such failure so long as the Municipality is diligently and in accordance with the terms of this Agreement and the Notegood faith pursuing such remedy; (b) The Municipality has made to the State any payment of interest material misrepresentation in its Application or in any supplement thereto or amendment thereof, or in this Agreement, any modification hereof or on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysrespect to any document furnished pursuant hereto; (c) The Municipality has not taken all proper steps necessary to the Borrower shall default in the performance or observance disposition of any other term, covenant pending litigation which could adversely affect the Project; (d) The Municipality has failed to comply with any provision of this Agreement; (e) The Municipality has abandoned or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from terminated the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeProject; or (f) The Municipality has filed, or has had filed against it, a petition of bankruptcy, insolvency or similar law, state or federal, or has filed any petition or answer consenting to or acquiescing in any such action, which petition shall not have been vacated within thirty (30) days; or has been adjudicated bankrupt or insolvent, under any present or future statute, law or regulation, state or federal, and such judgment or decree is not vacated or set aside within thirty (30) days. 12.2 Upon the happening of any one or more of the Events of Default, the Commissioner may, in her discretion, elect to do any or all of the following: (a) Terminate this Agreement; (b) Cause the State to withhold payment of requisitioned funds; (c) Require that all unexpended funds be returned to the State; (d) Declare the entire amount of the Grant to be immediately due and payable; (e) Pay any proper charge of the Project; or (f) Institute any action suit or other proceeding in law, in equity or otherwise which she deems necessary for the protection of the State’s interests. 12.3 In no event shall the making of any payment by the State on account of the Grant provided for herein constitute or be construed as a case waiver by the State of any breach of this Agreement or proceeding Event of Default which may then exist on the part of the Municipality, nor shall it impair or prejudice the exercise of any right or remedy available to the State with respect to such breach or default. 12.4 Neither failure nor delay on the part of the State in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit effective unless it is in writing its inabilityand signed by the Commissioner or his/her designee, and the same shall be effective only in the specific instance for which it is given. 12.5 The Municipality shall promptly give written notice to pay, or generally not be paying, its debts as they become due; then during the continuance State upon becoming aware of any Event of Default (under this Agreement. 12.6 In addition to the rights and remedies granted to the State hereunder, the State shall have all other than any rights and remedies granted to it by law in the event of breach or Event of Default specified in clause (d) above), by the Lender may by written notice to Municipality under the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance terms of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatethis Agreement.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) business days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) business days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other document required to be delivered pursuant hereto or thereto, shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.12 or in Article VI or in Article VII of this Agreement; provided any default under Section 7.01 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and/or Term A Commitments, until the date on which any Revolving Loans or Term A Loans have occurred been accelerated, and be continuing the Revolving Commitments or Term A Commitments have been terminated, in each case, by the Required TLA Lenders or Required Revolving Lenders, as applicable; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that any default under the SplitCo Facilities as a result of the failure to perform or observe any term, covenant or agreement contained under any financial covenant thereunder shall not constitute an Event of Default for purposes of any Term B Loans unless and until the applicable lenders thereunder have declared all such obligations under the applicable SplitCo Facilities to be immediately due and payable in accordance with the SplitCo Facilities and terminated the commitments thereunder; provided, further, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of Commitments or acceleration of the Loans pursuant to this Section 8.01; (g) an involuntary proceeding, corporate action, legal proceeding or other procedure or step shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the Note appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization, bankruptcy, administration, winding up, deregistration, suspension of payments or other relief under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator, administrator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid when in full within any applicable period for payment) and as due there is a period of sixty (whether at maturity, 60) consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $40,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement or (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (iii) as a result of the NoteCollateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (bm) any payment material provision of interest on the Loans this Agreement or the Note any other Loan Document shall not for any reason cease to be paid when in full force and effect except as due (whether at maturityexpressly permitted hereunder or thereunder, by reason or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of acceleration or otherwise) and any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in either which case seeking relief under any Bankruptcy Lawprincipal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable Law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA Lenders or Required Revolving Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders or Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Letters of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCredit.

Events of Default Remedies. If any of the following events shall occur and be continuing: (eacha) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document when made which shall be false or misleading when made if the same has a Material Adverse Effect; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3, 6.5 or 6.6, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligations set forth in clause (i) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an “Event of Default”Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing for any reason whatsoever (whether voluntary with respect to Indebtedness or involuntary, arising Contingent Obligation the aggregate outstanding principal amount of which is $25,000,000 or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when mademore; or (di) a case Borrower or any other Loan Party shall commence any case, proceeding shall be commenced against the Borroweror other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or the Borrower shall commence seeking to adjudicate it a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now bankrupt or hereafter in effectinsolvent, or the Borrower shall apply forseeking reorganization, consent toarrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or fail to contest, the (B) seeking appointment of a receiver, liquidatortrustee, custodian, trustee conservator or the like of the Borrower other similar official for it or for all or any substantial part of its propertyassets; or (ii) there shall be commenced against Borrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Borrower or any other Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or Borrower or any other Loan Party shall make a general assignment for the benefit of its creditors; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the PBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any Loan Party or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, which could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability of more than $15,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release by any Loan Party, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or (B) any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case of clause (A) or (B), could reasonably be expected to have a Material Adverse Effect; or (j) the Borrower guarantee contained in Section 1 of the Guarantee Agreement shall failcease, or admit in writing its inabilityfor any reason, to pay, be in full force and effect or generally not be paying, its debts as they become due; then during the continuance any Loan Party or any Affiliate of any Event Loan Party shall so assert (excluding release of Default any Loan Party in accordance with the Loan Documents); or (other than k) there shall occur any Change of Control of the Borrower; then, and in any such event, (A) if such event is an Event of Default specified in clause (di) above), the Lender may by written notice or (ii) of paragraph (e) above with respect to the Borrower declareBorrower, in whole or from time to time in part, automatically the principal of, Commitments shall immediately terminate and the Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts owing hereunder to beunder this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the Loans and following actions may be taken: (i) with the Note and such other amounts shall thereupon and to that extent becomeconsent of the Required Lenders, due and payable the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Lender. During Borrower declare the continuance Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of any Event the Required Lenders, the Administrative Agent may, or upon the request of Default specified in clause (d) abovethe Required Lenders, automatically and without any the Administrative Agent shall, by notice to the Borrower, declare the principal of, and Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts payable hereunder owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the Lender aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the Commitment unused portion thereof after all such Letters of Credit shall terminatehave expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to pay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied, first, to repay outstanding Swingline Loans, next outstanding ABR Loans and then to repay outstanding Eurodollar Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The order of priority set forth in this paragraph and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, and the Issuing Lenders as among themselves. The order of priority set forth in clause (i) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. If any of the following events (each, an “Event "Events of Default”") shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) the Borrower shall fail to pay any payment of principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise) ; or the Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and in accordance as the same shall become due and payable, and such failure with the terms respect to such reimbursement obligations shall continue unremedied for a period of this Agreement and the Notethree days; (b) the Borrower shall fail to pay any payment of interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two failure shall continue unremedied for a period of five days; (c) any representation, warranty or certification made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been incorrect when made or deemed made; (d) the Borrower shall default in the performance fail to observe or observance of perform any other termcovenant, covenant condition or agreement contained hereinin Sections 5.02(a) or in Article VI or in Article VII of this Agreement; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such default failure shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the LenderAdministrative Agent to the Borrower; (f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or any representation to require the prepayment, repurchase, redemption or warranty contained herein defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or therein shall at any time prove to have been incorrect condemnation event) of the property or misleading in any material respect when made; orassets securing such Indebtedness; (dg) a case or an involuntary proceeding shall be commenced against or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the BorrowerBorrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower shall commence or any Restricted Subsidiary or for a voluntary substantial part of its assets, and, in any such case, in either case such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Bankruptcy LawFederal, in each case as state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article VII, (iii) apply for or consent to the appointment of a receiver, liquidatortrustee, custodian, trustee sequestrator, conservator or the like of similar official for the Borrower or any Restricted Subsidiary or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or the Borrower shall (v) make a general assignment for the benefit of its creditors, or ; (i) the Borrower or any Restricted Subsidiary shall failbecome unable, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution is available to the judgment creditor and shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment; (k) an ERISA Event shall have occurred that could reasonably be expected to result in a Material Adverse Effect; (l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) as a result of the Disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent's failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iii) as to Collateral consisting of real property, to the extent such losses are covered by a Lender's title insurance policy; (m) any of the Subsidiary Guaranty, the Security Agreement or any Mortgage shall for any reason cease to be in full force and effect and valid, binding and enforceable in accordance with its terms after its date of execution, or the Borrower or any other Loan Party shall so state in writing; then or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)such event, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal ofAdministrative Agent may, and accrued interest onat the request of the Required Lenders shall, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any by notice to the Borrower, take either or both of the principal offollowing actions, at the same or different times: (i) terminate the Commitments, and accrued interest onthereupon the Commitments shall terminate immediately, and (ii) declare the Loans and the Note and all other amounts payable hereunder shall then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Lender Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the Commitment principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall terminateautomatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Administrative Agent, for the benefit of the Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by the laws of the State of Texas or any other jurisdiction, by any of the Loan Documents, by equity, or otherwise.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of three days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been materially inaccurate when made or deemed made; (d) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a) or in Article VI or in Article VII of this Agreement; provided any default under Sections 7.01 and/or 7.02 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and Term A Commitments, until the date on which the Revolving Loans and Term A Loans (if any) have occurred been accelerated, and be continuing for any reason whatsoever the Revolving Commitments and Term A Commitments (whether voluntary or involuntaryif any) have been terminated, arising or effected in each case, by operation of law or otherwise):the Required TLA/RC Lenders; (ae) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any Borrower or any Restricted Subsidiary shall fail to make any payment in respect of principal of the Loans or the Note shall not be paid any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable notice or grace period (whether at maturitywhich notice has been given or grace period has expired), the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity and such failure, event or condition shall not have been waived or cured before the Commitments are terminated and Loans accelerated; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance or indemnity as to which the insurer or indemnitor has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral with a book not exceeding $25,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (ii) as a result of the NoteAdministrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; (bm) any payment of interest on the Loans this Agreement or the Note Guaranty Agreement (other than in respect of an Immaterial Subsidiary) shall not for any reason cease to be paid when in full force and as due (whether at maturityeffect in accordance with its terms after its date of execution, by reason or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of acceleration or otherwise) and any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent CREDIT AGREEMENT, Page 141 Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments and commitments with respect to any Ancillary Facility, and thereupon the Commitments and commitments with respect to any Ancillary Facility shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding and the obligations under any Ancillary Facility then outstanding to be due and payable in whole (or in part, in either which case seeking relief any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the obligations under any Bankruptcy LawAncillary Facility then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding and the obligations under any Ancillary Facility then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA/RC Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders and Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Letters of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCredit.

Events of Default Remedies. If any Any one or more of the following events (each, an “shall constitute a "Maintenance Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): " under this Agreement: (a) any payment of principal of if the Loans or the Note Investor shall not be paid fail to pay, when and as due due, any Required Capital Contribution and such failure shall continue for five (whether at maturity, by reason of acceleration or otherwise5) and in accordance with the terms of this Agreement and the Note; days; (b) if the Investor shall fail to perform any payment other of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Investor's obligations in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two failure shall continue for fifteen (15) days; , (c) if any warranty or statement made or information provided by the Borrower shall default Investor in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect connection with this Agreement is untrue or misleading in any material respect when on the date made; or (d) a case if Investor shall, at any time, fail to have committed capital in an aggregate minimum amount equal to $5,000,000 less the sum of all Required Capital Contributions (if any) actually made by the Investor during the term of this Agreement, as determined based on the most recent information made available by the Investor to the Agent pursuant to Section 20 below; or proceeding (e) the Investor shall be commenced against the Borrowerbecome insolvent or generally fail to pay, or the Borrower shall commence a voluntary caseadmit in writing its inability to pay, in either case seeking relief under any Bankruptcy Law, in each case its debts as now they mature or hereafter in effect, apply for or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or other custodian for all or any part of its propertyproperties, or the Borrower shall make a general assignment for the benefit of its creditors, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law, is instituted by or against the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during Investor. Upon the continuance occurrence of any Maintenance Event of Default hereunder, the Agent, for itself and on behalf of the Lenders, may exercise any of its rights and remedies available at law or in equity (other than including, without limitation, the rights and remedies described in Section 4 above). The Investor and the Borrowers each expressly acknowledge and agree that the occurrence of any Maintenance Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any constitute an "Event of Default specified in clause Default" (das defined therein) above, automatically and without any notice to under the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateFinancing Agreement.

Events of Default Remedies. If (a) During the continuance of an Event of Default which has occurred, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. (I) Each of the following events (each, an shall constitute a “Facility Event of Default”: (i) an Act of Insolvency occurs with respect to Seller, Guarantor or Member; (ii) Seller, Guarantor or Member shall have occurred admit in writing to any Person in an external and be continuing unprivileged communication its inability to, or its intention not to, perform any of its material obligations hereunder or under any of the Transaction Documents, (iii) either (A) the Transaction Documents shall for any reason whatsoever not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim (whether voluntary other than the rights of Seller pursuant to this Agreement) of any of the Purchased Loans and such condition is not cured by Seller within three (3) Business Days after the earlier of notice thereof from Buyer or involuntarySeller obtaining actual knowledge of same, arising (B) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans (except to the extent resulting from the actions of Buyer) and such condition is not cured by Seller within three (3) Business Days after the earlier of notice thereof from Buyer or effected Seller obtaining actual knowledge of same, or (C) any provision of the Transaction Documents, any right or remedy of Buyer or obligation, covenant, agreement or duty of Seller thereunder, or any lien, security interest or control granted under in connection with the Transaction Documents or Purchased Loans terminates, is declared null and void, ceases to be valid and effective, ceases to be the legal, valid, binding and enforceable obligation of Seller or any other Person, or the validity, effectiveness, binding nature or enforceability thereof is contested, challenged, denied or repudiated by operation of law Seller or otherwise):any Affiliate thereof, in each case directly, indirectly, in whole or in part; (aiv) failure of Master Seller to make any payment owing to Buyer which has become due and payable under this Agreement or any other Transaction Document (other than any monetary Transaction Event of principal Default by any Series Seller under Sections 13(a)(II)(i)-(iv) of the Loans or the Note shall not be paid when and as due (this Agreement), whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement and or the Noteother Transaction Documents, which failure is not remedied within five (5) Business Days; (bv) any payment governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of interest on the Loans Seller, which removal, suspension, restriction or termination results in a Material Adverse Effect; (vi) a Change of Control shall have occurred that has not been consented to by Buyer in writing; (vii) any representation made by Seller or Guarantor in this Agreement or the Note other Transaction Documents shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, which incorrect or untrue representation or the condition giving rise to such incorrect or untrue representation, to the extent such breach or condition is reasonably susceptible to cure, is not cured within ten (10) Business Days after the earlier of notice thereof from Buyer or Seller obtaining actual knowledge of such breach (unless Seller shall have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made, in which case such breach shall constitute an immediate Facility Event of Default); provided, however, that the breach of Section 9(b)(viii) or any Purchased Loan Representation made by Seller with respect to any Purchased Loan in any Transaction Document shall not be paid when considered a Facility Event of Default if incorrect or untrue; (viii) either (A) Guarantor (1) shall fail to observe any of the financial covenants set forth in the Guaranty or (2) shall have defaulted or failed to perform any other covenant under the Guaranty in any material respect subject to all applicable notice and cure periods, (B) Member shall have defaulted or failed to perform under the Member Guaranty subject to all applicable notice and cure periods or (C) the Guaranty or Member Guaranty shall have been revoked, rescinded or otherwise cease to be in full force and effect; (ix) a final non-appealable judgment by any competent court in the United States of America having jurisdiction over Seller or Guarantor, as due applicable for the payment of money in an amount greater than the Seller Threshold (whether at maturityin the case of Seller) or the Guarantor Threshold (in the case of the Guarantor) shall have been rendered against Seller or the Guarantor, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; (x) Guarantor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or derivatives transaction to which it is a party (other than a Transaction Document), which default (A) involves the failure to pay a matured monetary obligation in an amount greater than or equal to the Guarantor Threshold, or (B) permits the acceleration of the maturity of obligations, or the declaration of a mandatory early repurchase date or termination date with respect to indebtedness or obligations in an amount greater than or equal to the Guarantor Threshold, by reason any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract agreement or transaction due to the failure to observe the financial covenants, if any, set forth therein; provided, however, that any such default, failure to perform or breach shall not constitute a Facility Event of Default if Guarantor cures such default, failure to perform or breach, as the case may be, within the grace period, notice, or cure period, if any, provided under the applicable agreement; (xi) Seller shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, short sale, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or derivatives transaction to which it is a party (other than a Transaction Document), which default (A) involves the failure to pay a matured monetary obligation in an amount greater than or equal to the Seller Threshold, or (B) permits the acceleration of the maturity of obligations, or otherwisethe declaration of a mandatory early repurchase date or termination date with respect to indebtedness or obligations in an amount greater than or equal to the Seller Threshold, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract agreement or transaction due to the failure to observe the financial covenants, if any, set forth therein; provided, however, that any such default, failure to perform or breach shall not constitute a Facility Event of Default if Guarantor cures such default, failure to perform or breach, as the case may be, within the grace, notice, or cure period, if any, provided under the applicable agreement; (xii) if Seller or Guarantor defaults beyond any applicable grace, notice or cure periods in paying any amount or performing any obligation due to Buyer or any Affiliate of Buyer under any other financing, swap, hedging, security or credit agreement between Seller or Guarantor and in accordance with Buyer or any Affiliate of Buyer; or (xiii) if Seller or Guarantor shall breach or fail to perform any of the terms terms, covenants, obligations or conditions of this Agreement and the Noteor any other Transaction Document, other than as specifically otherwise referred to in this definition of “Facility Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days after written notice thereof to Seller by Buyer, or its successors or assigns, or such other (shorter or longer) cure period (if any) as may be expressly provided herein or in such Transaction Document (unless the Agreement or such other Transaction Document expressly provides that such breach or failure constitutes an immediate Facility Event of Default); provided, however, that if such default is susceptible of cure but cannot reasonably be cured within such ten (10) Business Day period (or shorter period, as applicable) and, provided further, that Seller has commenced to cure such default within such ten (10) Business Day period (or short period, as applicable) and thereafter diligently proceeds to cure the same, such cure period shall be extended for such time as is reasonably necessary for Seller to cure such default (such extension not to exceed ten (10) additional Business Days); (xiv) Seller or any Servicer, as applicable, fails to deposit to the Cash Management Account all Available Income from such Purchased Loan as required by Section 5 and other provisions of this Agreement when due and such failure of Seller or any Servicer to deposit to the Cash Management Account is not cured within two days(2) Business Days; (cxv) any breach under Sections 10(b), (d), (e), (g), (i), (n), (o), (p), (q), (r), (s) or (v); (xvi) any breach under Section 10(f); provided, however, that any such breach by Seller under Section 10(f) shall not be considered an Event of Default hereunder provided Seller cures such breach if the Borrower shall default breach is reasonably susceptible to cure or terminates the related Transaction and repurchases the related Purchased Loan(s) pursuant to Section 3(e), in each case, no later than five (5) Business Days after the performance earlier of (A) Seller’s having knowledge of such breach or observance (B) notice from Buyer to Seller of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madebreach; or (dxvii) Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited by reference to the status of Guarantor’ as a case “going concern” or proceeding a reference of similar import, other than a qualification or limitation expressly related to Buyer’s rights in the Purchased Loans. (II) Each of the following, as to a Purchased Loan, shall constitute a “Transaction Event of Default” for such Purchased Loan: (i) the applicable Series Seller fails to repurchase such Purchased Loan upon the applicable Repurchase Date therefor; (ii) the applicable Series Seller fails to pay any Margin Deficit with respect to such Purchased Loan when required pursuant to Section 4 hereof; (iii) the applicable Series Seller fails to repurchase such Purchased Loan which is the subject of a Mandatory Early Repurchase, as and when required pursuant to Section 3(l); or (iv) the failure of Buyer to receive on any Remittance Date any amount due to Buyer for a Transaction pursuant to Section 5(c) or 5(d) hereof; provided, that if sufficient funds were on deposit in the Cash Management Account on such Remittance Date, it shall not be a Transaction Event of Default if Buyer fails to instruct the Depository to or the Depository fails to make the relevant remittances. (b) If a Facility Event of Default shall occur and be continuing, the following rights and remedies shall be commenced available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no written notice is given, immediately upon the occurrence of an Act of Insolvency with respect to Seller), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 13(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall include the accrued and unpaid Price Differential with respect to each Purchased Loan accrued at the Pricing Rate applicable upon the occurrence of an Event of Default; and (C) the Custodian shall, upon the request of Buyer, deliver to Buyer all Purchased Loan Documents, instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence of a Facility Event of Default, Buyer may, following one (1) Business Day’s prior notice to Seller, (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory any or all of the Purchased Loans or (B) in its sole and absolute discretion elect, in lieu of selling all or a portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the Market Value of such Purchased Loans against the Borroweraggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller under this Agreement or the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this Section 13(b)(iii) shall be applied, (v) first, to the actual, out-of-pocket costs and expenses incurred by Buyer in connection with Seller’s default; (w) second, without duplication, to any and all amounts due under Section 3(h), including, without limitation, costs of cover, if any; (x) third, to the Repurchase Price; and (y) fourth, to return any excess to Seller. (iv) The parties acknowledge and agree that (1) the Purchased Loans subject to Transactions hereunder are not instruments traded in a recognized market, and, in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Loans, Buyer may establish the source therefor in its sole and absolute discretion and (2) all prices, bids and offers shall be determined together with accrued Available Income (except to the extent contrary to market practice with respect to the relevant Purchased Loans). The parties recognize that it may not be possible to purchase or sell all of the Purchased Loans on a particular Business Day, or in a transaction with the Borrower same purchaser, or in the same manner because the market for such Purchased Loans may not be liquid at such time. In view of the nature of the Purchased Loans, to the extent permitted by applicable law, the parties agree that liquidation of a Transaction or the Purchased Loans pursuant to this Section 13(b) or Section 13(c) does not require a public purchase or sale and that a good faith private purchase or sale shall commence be deemed to have been made in a voluntary casecommercially reasonable manner. Accordingly, Buyer may elect, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail its sole and absolute discretion (but upon not less than one (1) Business Day’s prior notice to contestSeller), the appointment time and manner of a receiverliquidating any Purchased Loans pursuant to this Section 13(b) or Section 13(c), liquidator, custodian, trustee or and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (other than B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer for (A) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses of external counsel, actually incurred by Buyer in connection with or as a consequence of an Event of Default specified Default, (B) all out-of-pocket costs actually incurred in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal ofconnection with covering transactions, and accrued interest on(C) any other actual out-of-pocket loss, the Loans and the Note and all other amounts owing hereunder to bedamage, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.cost or expens

Events of Default Remedies. If In case any one or more of the following events (eachevents, an “Event herein termed "Events of Default”) ", shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntaryhappen; that is to say, arising or effected by operation of law or otherwise):in case: (a) The occurrence of any payment of principal of the Loans event or the Note shall not be paid when and existence of any condition specified as due (whether at maturity, by reason an "Event of acceleration or otherwise) and in accordance with Default" under the terms of this Agreement and the Note;Credit Agreement; or (b) The Owner ceases to be a citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, for the purpose of operating the Vessels in the coastwise trade; then, and in each and every such case, the Mortgagee may: (1) by notice in writing to the Owner, declare the entire unpaid balance of the indebtedness hereby secured to be immediately due and payable; and thereupon all such unpaid balance, together with all accrued interest thereon, shall be and become immediately due and payable; (2) exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the laws of any payment applicable jurisdiction; (3) take the Vessels, or any of interest on them, wherever the Loans same may be, without legal process and without being responsible for loss or damage; and the Note Owner or other person in possession forthwith upon demand of the Mortgagee shall not surrender to the Mortgagee possession of the Vessels and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be paid when for its best advantage, accounting only for the net profits, if any, arising from such use of the Vessels and as due charging upon all receipts from the use of the Vessels or from any sale thereof or from the exercise of any of the powers conferred by subparagraph (whether at maturity4) next following, all costs, expenses, charges, damages or losses by reason of acceleration such use; and (4) demand, collect, receive, compromise and ▇▇▇ for, so far as may be permitted by law, in the name of the Owner, all freight, hire, earnings, issues, revenues, income and profits of the Vessels, all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise) , all salvage awards and recoveries, all recoveries in accordance with the terms of this Agreement and the Notegeneral average or otherwise, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder sums due or to bebecome due in respect of the Vessels, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in the name of the Owner acquittances, receipts, releases or other discharges for the same, and to endorse and accept in the name of the Owner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing, and the Loans Owner does hereby irrevocably appoint the Mortgagee or its appointees, successors or assigns the true and lawful attorneys-in-fact of the Note and such other amounts shall thereupon and to that extent becomeOwner, due and payable to upon the Lender. During the continuance happening of any an Event of Default specified in clause (d) aboveDefault, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and do all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatesaid acts.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) Seller or Guarantor shall fail to repurchase Purchased Assets upon the applicable Repurchase Date; (ii) Buyer shall fail to receive on any payment of principal Remittance Date the accreted value of the Loans Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Note Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made) (except that such failure shall not be paid when an Event of Default by Seller if sufficient Income, other than Principal Payments, is on deposit in the Depository Account and as due the Depository fails to remit such funds to Buyer); (iii) Seller or Guarantor shall fail to make any payment not otherwise addressed under this Article 11(a) owing to Buyer that has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement and the NoteAgreement, which failure is not remedied within three (3) Business Days of notice thereof; (biv) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Seller shall default in the observance or performance or observance of any other term, covenant or agreement contained hereinin Article 9 of this Agreement and, such default shall not be cured within five (5) Business Days after notice by Buyer to Seller thereof; (v) an Act of Insolvency occurs with respect to Seller or Guarantor; (vi) either Seller or Guarantor shall admit to any Person its inability to, or its intention not to, perform any of its respective obligations under any Transaction Document; (vii) the Custodial Agreement, the Depository Agreement or any other Transaction Document or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by Seller; (viii) Seller or Guarantor shall be in default under (i) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation of any amount with respect to Seller or $250,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness with respect to Seller, or if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Guarantor; or (ii) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract in any amount, with respect to Seller or $250,000, with respect to Guarantor; (ix) Seller or Guarantor shall be in default under any Indebtedness to Buyer or any of its respective present or future Affiliates, which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; (i) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (ii) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (iii) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xi) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Assets, and such default shall continue without cure for a period of 30 days condition is not cured by Seller within five (5) Business Days after receipt of written notice thereof from the LenderBuyer to Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Purchased Assets; (xii) an “Event of Default,” “Termination Event,” “Potential Event of Default” or other default or breach, however defined therein, occurs under any Hedging Transaction on the part of Seller, or the counterparty to Seller on any such Hedging Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge Counterparty, that is otherwise not cured within any applicable cure period thereunder or, if no cure period exists thereunder, which is not cured by Seller within three (3) Business Days after notice thereof from an Affiliated Hedge Counterparty or Qualified Hedge Counterparty to Seller; (xiii) any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Seller or Guarantor, which suspension has a Material Adverse Effect in the determination of Buyer and that is not cured by Seller within fifteen (15) Business Days after notice thereof from Buyer to Seller; (xiv) any condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole discretion exercised in good faith and that is not cured by Seller within three (3) Business Days after notice thereof from Buyer to Seller; (xv) any representation or warranty contained herein or therein made by Seller to Buyer shall at any time prove to have been incorrect or misleading untrue in any material respect when made; ormade or repeated or deemed to have been made or repeated (other than the representations and warranties of Seller set forth in Exhibit VI and Article 8(b)(x)(D) or Article 8(b)(viii) (as they relate solely to the Purchased Assets)); (dxvi) a case final non-appealable judgment by any competent court in the United States of America for the payment of money shall have been (a) rendered against Seller or proceeding (b) rendered against Guarantor in an amount greater than $250,000, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer; (xvii) if Seller shall be commenced against breach or fail to perform any of the Borrowerterms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within the earlier of fifteen (15) days after (a) delivery of notice thereof to Seller by Buyer, or (b) actual knowledge on the Borrower shall commence a voluntary casepart of Seller of such breach or failure to perform; provided, that, if Buyer determines, in either case seeking relief under its sole discretion, that any Bankruptcy Lawsuch breach is capable of being cured and such Seller is diligently and continuously pursuing such a cure in good faith but is not able to do so on a timely basis, such Seller shall have an additional period of time, not to exceed thirty (30) additional days, within which to complete such cure; (xviii) the Guarantee Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in each case as now or hereafter in full force and effect, or the Borrower enforceability thereof shall apply forbe contested by Guarantor or Seller; (xix) the breach by Guarantor of any term or condition set forth in the Guarantee Agreement or of any representation, consent towarranty, certification or fail covenant made or deemed made in the Guarantee Agreement by Guarantor or if any certificate furnished by Guarantor to contest, Buyer pursuant to the appointment provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of a receiver, liquidator, custodian, trustee Guarantor shall prove to have been false or the like misleading in any respect as of the Borrower time made or for all furnished; and (xx) (A) an Event of Default (as such term is defined in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Facility documents) occurs under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Facility or any part (B) an Event of its property, or Default (as such term is defined in the Borrower shall make a general assignment for JPMorgan Facility documents) occurs under the benefit of its creditors, or JPMorgan Facility. (b) After the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing with respect to Seller, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Article 11(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time in part, the principal ofpursuant to Article 4 of this Agreement and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 11(b)(iii) of this Agreement); and (C) the Custodian shall, upon the Loans request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets. (iii) Upon the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or all of the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing hereunder by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to bethis Article 11(b)(iii) shall be applied, (u) first, to the costs and expenses incurred by Buyer in connection with Seller’s default; (v) second, to consequential damages, including, but not limited to, costs of cover and/or Hedging Transactions, if any; (w) third, to actual, out-of-pocket damages incurred by Buyer in connection with Seller’s default, (x) fourth, to the Repurchase Price; (y) fifth, to any Breakage Costs or any other outstanding obligation of Seller to Buyer; and (z) sixth, to return any excess to Seller. (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer and its Affiliates and shall indemnify Buyer and its Affiliates for (A) the amount (including in connection with the enforcement of this Agreement) of all actual out-of-pocket losses, costs and expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller and (B) all costs incurred by Buyer in connection with Hedging Transactions in the event that Seller, from and after an Event of Default, takes any action to impede or otherwise affect Buyer’s remedies under this Agreement. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the Loans right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the Note and such other amounts generality of the foregoing, Buyer shall thereupon and be entitled to that extent becomeset off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Buyer under this Agreement, due and payable without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the Lender. During notice and cure periods set forth herein, Buyer may exercise any or all of the continuance remedies available to Buyer immediately upon the occurrence of any an Event of Default specified in clause with respect to Seller and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Buyer may have. (dviii) aboveBuyer may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to the extent permitted by law, any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (c) As an administrative note to Buyer, and without impairing any right or remedy of Buyer hereunder or creating any duty or obligation of Buyer to Seller or any other Person under this Agreement, it is noted that the Buyer may be required to deliver a notice in connection with actions described in this Article 11(b) pursuant to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Intercreditor

Events of Default Remedies. If any of the following events (each, an “Event "Events of Default”") shall have occurred occur and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):continuing: (a) Company shall fail to pay any payment principal when due of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and any Obligation in accordance with the terms of this Agreement and the Note; (b) hereof; or Company shall fail to pay any payment of interest due on the Loans any Obligation or the Note shall not be paid when and as any other amount payable hereunder within five days after any such interest or other amount becomes due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms thereof or hereof; or (b) Any representation or warranty made or deemed made by Company or any of its Subsidiaries herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement and shall prove to have been incorrect in any material respect on or as of the Note, and such default is not cured within two days;date made or deemed made; or (c) the Borrower Company shall default in the observance or performance of any agreement contained in Section 7; or (d) Company or any Subsidiary shall default in the observance or performance of any other term, covenant or agreement contained hereinin this Agreement (other than as provided in paragraphs (a) through (c) of this Section) or in any other Loan Document, and such default shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madedays; or (de) a case Company shall fail to pay any principal of or proceeding interest on any DK Loan Obligations or any Secured Agreement Obligations (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the relevant agreement or instrument relating to such obligations; or there shall occur any other "default" or "event of default" (as defined in the DK Loan Documents or the Secured Agreement Documents or any other event that accelerates, or permits the acceleration, of any DK Loan Obligations or any Secured Agreement Obligations; or (f) Any DK Loan Obligations or Secured Agreement Obligations shall be commenced against the Borrowerdeclared to be due and payable, or required to be prepaid prior to the Borrower stated maturity thereof other than mandatory prepayments set forth in the DK Loan Agreement; or (g) Any Subsidiary of Company shall fail to pay any principal of, or interest on, any Indebtedness or any Guarantee Obligation (other than any Guarantee Obligation created pursuant to any Loan Document) in excess of $1,000,000, when due and payable (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument under which such Indebtedness or Guarantee Obligation was created and, if such agreement or instrument permits the acceleration of the maturity of such Indebtedness or Guarantee Obligation as a result of such failure, such Indebtedness or Guarantee Obligation shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or any such Indebtedness or Guarantee Obligation shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity; or (h) Company shall (i) default in any payment of principal of or interest on any Indebtedness (other than any Obligations, the DK Loan Obligations or the Secured Agreement Obligations) or in the payment of any Guarantee Obligation in excess of $1,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; or (i) Company or any of its Subsidiaries shall commence a voluntary any case, in either case seeking relief proceeding or other action (x) under any Bankruptcy Lawexisting or future law of any jurisdiction, in each case as now domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or the Borrower shall apply for, consent toseeking to adjudicate it a bankrupt or insolvent, or fail seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to contestit or its debts, the or (y) seeking appointment of a receiver, liquidatortrustee, custodian, trustee custodian or the like of the Borrower other similar official for it or for all or any substantial part of its propertyassets, or the Borrower Company or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Company or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the Borrower entry thereof; or (iv) Company or any of its Subsidiaries shall failtake any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Company or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inabilityinability to, to pay, or generally not be paying, pay its debts as they become due, provided that Company or any of its Subsidiaries may admit in writing that it is "insolvent" as such term is defined in, and for purposes of, Section 108(a)(1)(8) of the Code; then during or (vi) Company or any of its Subsidiaries shall cause to be reinstated the continuance Reorganization Proceedings; or (j) The Confirmation Order shall be reversed, withdrawn, or modified (in any manner adverse to Company or any of its Subsidiaries), or any rehearing shall be ordered with respect thereto by the Bankruptcy Court or by any court having jurisdiction over Company; or (i) There occurs one or more events or conditions described in Section 4.12 or an ERISA Event which individually or in the aggregate result in liability of Default Company or any Commonly Controlled Entity in excess of $4,600,000; or the present value of all accrued benefits under each Single Employer Plan (based on the reasonable assumptions used by the independent actuary for such Plan for purposes of establishing the minimum funding requirements under Section 412 of the Code), as of the last annual valuation date, exceed the value of the assets of such plan allocable to such accrued benefits, individually or in the aggregate for all Single Employer Plans with respect to which the value of the assets exceed the present value of the accrued benefits, by more than $4,600,000; or (l) One or more judgments or decrees shall be entered against Company or any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by insurance) of $500,000 or more in the case of Company or any of its Subsidiaries and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) Any of the Guarantees, Security Documents, or other Loan Documents hereunder shall cease, for any reason, to be in full force and effect or Company or any of its Subsidiaries, as the case may be, party thereto shall so assert in writing, or (ii) any Security Document shall cease to be effective to grant a perfected Lien on the collateral described therein with the priority purported to be created thereby (other than as a result of any action or inaction on the part of Agent or Lenders or their agents or bailees or other than with respect to Collateral having an aggregate value of $100,000 or less); or (n) [intentionally omitted] (o) Any event or change shall occur that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect; or (p) There shall occur any defined "Event of Default" under any Secured Debt Documents other than the Loan Documents; or (q) There shall occur any defined "Event of Default" as defined in the Series A Statement or Series B Statement; or (r) There shall occur any event that results in the accumulation of, or the right of "Holders" (as such term is defined and used in the Series A Statement or the Series B Statement of the Series A or Series B Preferred Stock to receive dividends at the "Default Dividend Rate" as defined therein; or (s) A Change of Control shall occur; or (t) There shall occur any transfer of any shares of Series A Preferred Stock under circumstances in which the transferee does not become bound by all of the provisions of the Intercreditor Agreement which, immediately prior to such transfer, were applicable to the Secured Agreement Obligees; (u) Any funds in excess of $500,000 are paid over pursuant to the resolution of any claim asserted by any third party, including claims by any state or other Governmental Authority, that any unclaimed funds disbursed by the United States Trust Company of New York to Company out of the proceeds of the Unsecured 1996 Notes are "abandoned property" under state escheat or other applicable laws; or (v) The occurrence or failure to occur of any act or event which occurrence or failure to occur could give rise to the right on the part of the Class A Preferred Shareholders and/or the Class B Preferred Shareholders to require Company to repurchase such shares or any portion thereof; then, and in any such event, (a) if such event is an Event of Default specified in clause (di), (ii), (iv), (v) or (vi) of paragraph (i) above), (i) the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal ofCommitments shall automatically immediately terminate, and (ii) the Loans hereunder (with accrued interest on, the Loans and the Note thereon) and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts Obligations shall thereupon and to that extent become, immediately become due and payable in full, and Agent and Collateral Agent shall have all rights and remedies given to Agent and Collateral Agent pursuant to the Lender. During Loan Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall be cumulative and non-exclusive, to the continuance of extent permitted by law; and (b) if such event is any other Event of Default specified in clause Default, either or both of the following actions may be taken: (di) abovewith the consent of the Required Lenders, automatically and without any Agent may, or upon the request of the Required Lenders, Agent shall, by notice to Company declare the BorrowerCommitments to be terminated forthwith, whereupon the principal ofCommitments shall immediately terminate; and (ii) with the consent of the Required Lenders, and Agent may, or upon the request of the Required Lenders, Agent shall, by notice of default to Company, declare the Loans hereunder (with accrued interest on, the Loans and the Note thereon) and all other amounts payable hereunder shall Obligations to be due and payable in full, and Agent shall have all rights and remedies given to Agent and Collateral Agent pursuant to the Lender Loan Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall be cumulative and non-exclusive, to the Commitment extent permitted by law; provided, however, with regard to clause (b) hereof, that unless and until Agent shall terminatehave received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of Lenders.

Events of Default Remedies. If (a) The occurrence of any of the following events shall be an Event of Default hereunder (each, an “Event of Default”): (i) Seller fails to repurchase any Purchased Asset upon the related Repurchase Date or repurchase all of the Purchased Assets on the Facility Termination Date; (ii) Seller fails to comply with Section 4 hereof; (iii) an Insolvency Event occurs with respect to Seller, Guarantor, Pledgor or any Affiliated Originator; (iv) Seller shall have occurred and be continuing admit, in writing, its inability to, or its intention not to, perform any of its obligations hereunder or any Program Document; (v) either (A) the Program Documents shall for any reason whatsoever not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim (whether voluntary other than the rights of Seller pursuant to this Agreement) of any of the Purchased Assets, or involuntary(B) if a Transaction is recharacterized as a secured financing, arising or effected by operation the Program Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of law or otherwise):Buyer in any of the Purchased Assets; (avi) failure of Buyer to receive on any payment of principal Remittance Date the accrued and unpaid Price Differential (including, without limitation, in the event the Income paid or distributed on or in respect of the Loans Purchased Assets is insufficient to make such payment and Seller does not make such payment or the Note shall cause such payment to be made), which failure is not be paid when and as due remedied within two (2) Business Days; (vii) failure of Seller to make any other payment owing to Buyer that has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement and Agreement, which failure is not remedied within the Noteapplicable period (in the case of a failure pursuant to Section 4) or five (5) Business Days (in the case of any other such failure); (bviii) any payment governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of interest on the Loans or the Note shall not be paid when and as due (whether at maturitySeller, by reason of acceleration or otherwise) and which suspension results in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysa Material Adverse Change; (cix) the Borrower a Change of Control shall default in the performance have occurred or observance of any other terma Division with respect to Seller, covenant or agreement contained hereinGuarantor, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, Pledgor or any Affiliated Originator shall have occurred; (x) any representation made by Seller, Guarantor, Pledgor or warranty contained herein or therein any Affiliated Originator shall at any time prove to have been incorrect or misleading untrue in any material respect when mademade or repeated or deemed to have been made or repeated which incorrect or untrue representation is not cured within fifteen (15) days of the earlier of (i) the receipt of notice by Seller and (ii) knowledge of Seller; provided, however, that if such breach or failure is not reasonably susceptible of cure within such 15 day period, then provided that a cure is possible, Seller commences to cure within such 15 day period and diligently pursues such cure, such 15 day period shall be extended as reasonably necessary to complete the cure thereof for a period not to exceed 30 days; provided further that a representation made by Seller with respect to a Purchased Asset set forth on Exhibit G-1 or Exhibit G-2, as applicable, shall not be considered incorrect or untrue in any material respect if (A) Seller was unaware that such representation was incorrect or untrue when made and (B) within such fifteen (15) day period, Seller terminates the Transaction with respect to such Purchased Asset and deposits into an account of Buyer an amount equal to the Repurchase Price of such Purchased Asset without any required Exit Fee; (xi) Guarantor shall fail to comply with any of the financial covenants set forth in the Guaranty or shall have defaulted or failed to perform under the Guaranty; (xii) a final non-appealable judgment (other than a judgment to the extent covered by insurance) by any competent court in the United States of America for the payment of money in an amount greater than $250,000 (in the case of Seller, Pledgor or any Affiliated Originator) or $10,000,000 (in the case of Guarantor) shall have been rendered against Seller, Guarantor, Pledgor or any Affiliated Originator, and remained undischarged or unpaid for a period of (i) thirty (30) days with respect to Seller, Pledgor and any Affiliated Originator and (ii) sixty (60) days with respect to Guarantor, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer; (xiii) Seller shall have breached Section IV.A of the Seller LLC Agreement. (xiv) Seller shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A) involves the failure to pay a monetary obligation in excess of $250,000, or (B) permits the acceleration of the maturity of obligations in excess of $250,000, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract, agreement or transaction; (xv) if Seller, Guarantor, Pledgor or any Affiliated Originator shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement or any other Program Document, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within thirty calendar (30) days after notice thereof to Seller by Buyer; (xvi) Guarantor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A) involves the failure to pay a monetary obligation in excess of $10,000,000, or (B) permits the acceleration of the maturity of obligations in excess of $10,000,000, by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, repurchase agreement, swap agreement or other contract, agreement or transaction; (xvii) any of Seller, Guarantor, Pledgor or any Affiliated Originator shall have committed a fraudulent act or made a misrepresentation in connection with this Agreement or any of the Program Documents; (xviii) the assets of Seller, Guarantor or Pledgor constitute Plan Assets; (xix) Seller or any Servicer that is an Affiliate of Seller consents or assents to or otherwise allows any Material Modification without the prior written consent of Buyer; or (dxx) a case any breach of the provisions of this Agreement relating to Anti-Corruption Rules or proceeding Sanctions. (b) If an Event of Default shall occur and be continuing, the following rights and remedies shall be commenced available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Insolvency Event with respect to Seller, Guarantor, Pledgor or any Affiliated Originator), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 14(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction times (y) the Repurchase Price for such Transaction; and (C) Custodian shall, upon the request of ▇▇▇▇▇, deliver to Buyer all instruments, certificates and other documents then held by Custodian relating to the Purchased Assets. (iii) Buyer may, in accordance with Requirements of Law, (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory for any or all Purchased Assets or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the market value of such Purchased Assets as determined by Buyer consistent with its and its Affiliates’ methods for determining the market value for similar commercial real estate portfolios against the Borroweraggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Program Documents. The proceeds of any disposition of Purchased Assets effected pursuant to this Section 14(b)(iii) shall be applied in accordance with Section 5(e). If not liquidated sooner, on the second (2nd) anniversary of the occurrence of an Event of Default that is continuing, Buyer shall solicit and accept bids for and sell the Collateral until fully liquidated. For the avoidance of doubt, Buyer may be the purchaser in any sale under this Section 14(b)(iii). (iv) The parties acknowledge and agree that (A) the Purchased Assets subject to the Transactions hereunder are not instruments traded in a recognized market, and, in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Assets, Buyer may establish the source therefor in its sole discretion and (B) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Purchased Assets). The parties recognize that it may not be possible to purchase or sell all Purchased Assets on a particular Business Day, or in a transaction with the Borrower same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid at such time. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall commence be deemed to have been made in a voluntary casecommercially reasonable manner. Accordingly, Buyer may elect, in either case seeking relief its sole discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (1) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all Purchased Assets in the same manner or on the same Business Day or (2) constitute a waiver of any right or remedy of Buyer under the Program Documents. (v) Seller shall be liable to Buyer for (A) the amount of all expenses, including external legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, (B) all costs incurred in connection with covering transactions of the type described in Section 3(i), and (C) any other actual out-of-pocket loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default. (vi) Buyer shall have, in addition to its rights and remedies under the Program Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are characterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any Bankruptcy Lawof the Program Documents. Without limiting the generality of the foregoing, Buyer shall be entitled to set-off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Buyer under this Agreement, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default and at any time during the continuance thereof. All rights and remedies arising under the Program Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Buyer may have. (viii) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense Seller might otherwise have arising from the use of nonjudicial process, the disposition of any or all Purchased Assets, or any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Buyer may, without prior notice to Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to Seller. Buyer will give notice to the other party of any set-off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 14(b)(ix) shall be effective to create a charge or other security interest. This Section 14(b)(ix) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (x) Seller shall, within two (2) Business Days following Buyer’s written request, execute and deliver to Buyer such documents, instruments, certificates, assignments and other writings, and do such other acts as Buyer may reasonably request for the purposes of assuring, perfecting and evidencing Buyer’s ownership of the Purchased Assets, including, without limitation: (A) forwarding to Buyer or Buyer’s designee (including, if applicable, Custodian), any payments Seller or any of its Affiliates receives on account of the Purchased Assets, in each case as now promptly upon receipt thereof; (B) delivering to Buyer or hereafter such designee any certificates, instruments, documents, notices or files evidencing or relating to the Purchased Assets that are in effectSeller’s possession or under its control; and (C) delivering to Buyer underwriting summaries, credit memos, asset summaries, status reports or similar documents relating to the Borrower shall apply forPurchased Assets and in Seller’s possession or under its control. (xi) Seller hereby appoints ▇▇▇▇▇, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then solely during the continuance of any an Event of Default (other than Default, as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any Event of Default specified in clause (d) above)action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, which appointment as attorney-in-fact is irrevocable and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatecoupled with an interest.

Events of Default Remedies. If any 1. Each of the following events events, and with respect to CLAUSES (eachI) and (II) below only, if the same shall continue for three (3) Business Days after an “additional notice is delivered from the Venturer not committing the act set forth below to the Venturer which committed said act, shall constitute an "Event of Default”" hereunder: 1. if any Venturer fails to make any contribution or payment which it is required to make under this Agreement within ten (10) shall have occurred and be continuing for any reason whatsoever (whether voluntary Business Days after notice from the other Venturer that such Venturer failed to make such contribution or involuntary, arising or effected by operation of law or otherwise): payment on the due date therefor; provided however that (a) any such failure to make a payment of principal of the Loans or the Note contribution shall not be paid when and as due (whether at maturityconstitute a default or Event of Default, by reason of acceleration or otherwise) and if, in accordance with SECTION 6(B)(I) hereof, the terms Non-Withholding Venturer contributes for its own capital account the amount of this Agreement and any such Deficiency with respect to such payment or contribution not so made by the Note; Withholding Venturer or (b) any payment of interest on if the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Non-Withholding Venturer makes a Deficit Loan in accordance with SECTION 6(B)(II) hereof with respect to such payment or contribution not so made by the terms of this Agreement and the NoteWithholding Venturer, and provided the non-Defaulting Venturer has not delivered a Buy-Sell Offering Notice in accordance with SECTION 11(A) hereof, then any such default or Event of Default shall be deemed cured from and after the date upon which any such Deficit Loan (and all interest accrued thereon) is not cured within two dayspaid in full by the Withholding Venturer; (c) the Borrower shall default 2. if any Venturer defaults in the observance or performance or observance of any other term, covenant or agreement contained hereincondition of this Agreement, other than a default in making a contribution or payment and such default shall continue without cure continues for a period of 30 thirty (30) days after receipt of written such Venturer receives notice thereof from another Venturer (or, if such default cannot reasonably be cured within such thirty (30) day period by virtue of the Lendernature of such default, such Venturer does not commence to cure such default within such period and thereafter diligently prosecute such cure to completion); or 3. if any act or omission of a Venturer causes an event of default (beyond applicable notice and grace periods) to occur under any representation indebtedness of the Joint Venture; or 4. any default by a Venturer under the right of first offer or warranty buy-sell option contained herein; or 5. if any Venturer withdraws from the Joint Venture or becomes a Failed Venturer. 2. If a Venturer (the "DEFAULTING VENTURER") has caused an Event of Default hereunder, then the other Venturer (the "NON-DEFAULTING VENTURER") may exercise any one or more of the remedies described below: 1. institute suit in any court of competent jurisdiction to obtain (i) specific performance of the obligations of the Defaulting Venturer under this Agreement, (ii) reimbursement for all costs of court and reasonable attorneys' fees thereby incurred and (iii) damages, if any, resulting to the Joint Venture or the Non-Defaulting Venturer from such Event of Default by the Defaulting Venturer plus interest thereon at the Lease Interest Rate from the date incurred until the date paid; 2. cure the Event of Default, in which case the Defaulting Venturer shall pay to the Non-Defaulting Venturer, on demand, the cost of such cure (including any interest on funds borrowed for the purpose) together with interest thereon at the Lease Interest Rate from the date incurred until the date paid; 3. elect to terminate the Joint Venture; 4. exercise the buy-sell option pursuant to SECTION 11 hereof; and/or 5. exercise the right to purchase the Defaulting Venturer's interest for an amount equal to the amount, determined by the Joint Venture's accountants, the Defaulting Venturer would have been entitled to receive if the Project had been sold for its Fair Market Value determined in accordance with SECTION 16 hereof (reflecting, among other things, the repayment of Deficit Loans), less the costs of the appraisal and any other costs incurred by the Non-Defaulting Venturer in connection with the appraisal and less all losses, costs, expenses and damages suffered by the Non-Defaulting Venturer by reason of such default of the Defaulting Venturer. 3. Each of the Venturers hereby assigns and grants to the other Venturer a first priority lien upon, and a security interest in, the interest of such Venturer in the Joint Venture and all amounts, payments and proceeds becoming distributable or payable to such Venturer by the Joint Venture, as collateral security for the payment and performance of such Venturer's obligations under the JVA (including, without limitation, all of such Venturer's obligations with respect to the right of first offer and buy-sell provision herein). Each Venturer shall execute such financing statements as the other Venturer shall reasonably request in order to perfect and maintain the perfection of the lien and security interest herein granted. Any transfer of the Joint Venture interest of a Venturer shall be subject to such lien and security interest. Each Venturer shall notify each other Venturer within thirty (30) days of any change in its chief executive offices from that set forth in the JVA. 4. If (and only if) a Venturer becomes a Defaulting Venturer, all amounts, payments and proceeds which may become distributable or therein payable by the Joint Venture to such Defaulting Venturer which are secured by a security interest created pursuant to the above paragraph, shall at any time prove be paid to the Non-Defaulting Venturer until all amounts due to the Non-Defaulting Venturer have been paid in full, but shall nevertheless be deemed to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice distributed to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateDefaulting Venturer.

Events of Default Remedies. If (a) Should any Event of Default occur, DLJ, at its option, in addition to its rights and remedies under the Promissory Note, shall have any or all of the following events rights and remedies, which may be exercised by DLJ or by Custodian in accordance with the instructions of DLJ: (each, i) DLJ may cause the disposition of all or any portion of the Collateral to be conducted immediately upon the occurrence of an “Event of Default”, or upon the expiration of any period of delay or notice required by law. Should DLJ decide to conduct more than one such sale or disposition, DLJ may at its option cause the same to be conducted simultaneously or successively on the same day or upon such different days or at such different times and in such order as DLJ may deem to be in the best interests of the holders of interests in the Promissory Note. Customer waives, to the fullest extent permitted by law, any prejudice resulting to it from any such decision. (ii) DLJ shall have the right to sell the Collateral in one or more lots, at one or more times, at such place or places, at public or private sales and with or without notice of any kind, as DLJ may elect, at such prices and on such terms, as to cash or credit, as DLJ may deem proper. However, notwithstanding any provision of this Pledge Agreement to the contrary, two (2) Business Days' notice of all sales of all or any portion of the Collateral shall be given to Customer. DLJ shall have the right to become a purchaser at any such sale that is open to the public and to apply all unpaid Obligations toward the purchase price of all or any portion of the Collateral sold to DLJ. If notice is given of public sale, it is agreed that notice shall be satisfactorily given if such notice is published at least once in The Wall Street Journal not less than two (2) Business Days ----------------------- prior to such sale. The foregoing notice provisions shall not preclude DLJ's rights to foreclose upon the Collateral in any other manner permitted under the Uniform Commercial Code as in effect in the applicable jurisdiction. However, a sale of the Collateral in accordance with such notice requirements shall be deemed a disposal of the Collateral in a commercially reasonable manner. DLJ shall have the right to sell the Collateral, or to foreclose, ▇▇▇ upon or otherwise seek to enforce with respect thereto in its own name or in the name of either Custodian or Customer. Subject to the foregoing provisions of this paragraph, if an Event of Default shall have occurred and be continuing continuing, DLJ shall have the right to renew, extend the time of payment of or otherwise modify, amend, supplement, settle or compromise in any manner any obligations for the payment of money included in the Collateral, any reason whatsoever (whether voluntary security therefor and any other agreements, instruments, claims or involuntarychoses in action of any kind, arising that may be included in the Collateral. In view of the nature of the Collateral, the parties agree that liquidation of the Collateral does not require a public sale and that one or effected by operation more good faith private sales, including such private sales at which DLJ shall have the right to become a purchaser, is a commercially reasonable disposition of law or otherwise):the Collateral. (aiii) DLJ, or upon its direction Custodian, may take possession of all or any portion of the Collateral that is not already in its or Custodian's possession, and Customer agrees to assemble and make available the Collateral to DLJ at a convenient location. DLJ, acting through Custodian if it so desires, may manage and protect the Collateral, do any acts that DLJ deems proper to protect the Collateral as security hereunder, and ▇▇▇ upon any contract or claim relating to the Collateral and receive any payments due thereon or any damages thereunder, and apply all sums received to the payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Obligations in accordance with the terms same order of this Agreement and priorities as set forth in Section 5.3 hereof. Any such actions of DLJ or Custodian shall not, absent written ratification by DLJ, be deemed to impose upon DLJ or Custodian any of Customer's obligations under any contracts. (iv) DLJ may direct the Note;servicers to take such action with respect to the Collateral as DLJ determines is appropriate. (b) DLJ shall, without regard to the adequacy of the security for the Obligations, be entitled to the appointment of a receiver by any payment court having jurisdiction, without notice, to take possession of interest on and protect, collect, manage, liquidate, and sell the Loans Collateral or any portion thereof, collect the Note payments due with respect to the Collateral or any portion thereof, and do anything that DLJ or Custodian are authorized hereunder to do. Customer shall not be paid when pay all costs and as due (whether at maturity, expenses incurred by reason of acceleration or otherwise) and DLJ in accordance connection with the terms appointment and activities of this Agreement and the Note, and such default is not cured within two days;receiver. (c) DLJ may enforce its rights and remedies hereunder without prior judicial process or hearing, and Customer hereby expressly waives, to the Borrower shall default in extent permitted by law, any right Customer might otherwise have to require DLJ to enforce its rights by judicial process. Customer also waives, to the performance extent permitted by law, any defense Customer might otherwise have to the Obligations arising from use of nonjudicial process, enforcement and sale of all or observance any portion of the Collateral or from any other termelection of remedies. Customer recognizes that nonjudicial remedies are consistent with the usages of the trade, covenant or agreement contained herein, are responsive to commercial necessity and such default shall continue without cure for are the result of a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall bargain at any time prove to have been incorrect or misleading in any material respect when made; orarm's length. (d) a case or proceeding shall be commenced against Notwithstanding the Borrowerforegoing, or upon the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance occurrence of any Event of Default (other than described in paragraphs 6(e) and 6(f) of the Promissory Note, DLJ shall have the right to exercise any Event of Default specified in clause (d) above)its rights and/or remedies without presentment, the Lender may by written demand, protest or further notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event kind, all of Default specified in clause (d) above, automatically and without any notice to which are hereby expressly waived by the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCustomer.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):If (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Tenant shall default in the performance or observance Performance of any other term, covenant or agreement contained hereinof its monetary obligations under this Lease, and if such default shall continue without cure for a period of 30 ten (10) days after receipt of written notice thereof from Landlord to Tenant (provided that Landlord shall not be required to give such notice more than twice during the LenderTerm, the second such nonpayment constituting an Event of Default without the requirement of notice) or (b) if within thirty (30) days after written notice from Landlord to Tenant specifying any other default or defaults, Tenant has not commenced diligently to correct such default or has not thereafter diligently pursued such correction to completion, or (c) if any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding assignment shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment made by Tenant for the benefit of its creditors, or if a petition is filed by or against Tenant under any provision of the Borrower shall failBankruptcy Code and, in the case of an involuntary petition, such petition is not dismissed within ninety (90) days, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)if the Tenant's leasehold interest shall be taken on execution or by other process of law, attached or subjected to any other involuntary encumbrance, then and in any of such cases Landlord and its agents and servants may lawfully, immediately or at any time thereafter, and without further notice or demand, and without prejudice to any other remedies available to Landlord for arrearages of rent or otherwise, either (i) enter into and upon the Lender may Premises or any part thereof, in the name of the whole, and repossess the same as of Landlord's former estate or (ii) mail a notice of termination addressed to Tenant at the Premises, and upon such entry or mailing this Lease shall terminate. In the event that this Lease is terminated under any of the foregoing provisions, or otherwise for breach of Tenant's obligations hereunder, Tenant covenants to pay forthwith to Landlord as compensation the total rent reserved for the residue of the Term. In calculating the rent reserved there shall be included the value of all other considerations agreed to be paid or performed by written notice Tenant for such residue of the Term. Tenant further covenants as an additional and cumulative obligation after any such termination or entry to pay punctually to Landlord all the sums and perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner to the Borrower declaresame extent and at the same times as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant under the foregoing covenant, Tenant shall be credited with any amount actually paid to Landlord as compensation as hereinbefore provided and also with any additional rent actually obtained by Landlord by reletting the Premises, after deducting the expenses of collecting the same. Nothing herein contained shall, however, limit or prejudice the right of Landlord to prove for and obtain in whole proceedings for bankruptcy or from insolvency or reorganization or arrangement with creditors as liquidated damages by reason of such determination and amount equal to the maximum allowed by any statute or rule of law in effect at the time to time in part, the principal ofwhen, and accrued interest ongoverning the proceedings in which, such damages are to be proved, whether or not such amount be greater than, equal to, or less than the Loans and the Note and all other amounts owing hereunder referred to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”” under this Agreement: (i) Seller shall fail to repurchase Purchased Assets upon the applicable Repurchase Date; (ii) Purchaser shall fail to receive on any Remittance Date the accrued and unpaid Purchase Price Differential, any scheduled payment (whether full or partial) of the Adjusted Purchase Price for a Purchased Asset in accordance with Article 5 hereof or any Minimum Amortization Payment (in each case, including, without limitation, in the event the Income paid or distributed on or in respect of the Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made); (iii) Seller shall fail to cure any Margin Deficit within the period specified in Article 4; (iv) Seller shall fail to make any payment not otherwise enumerated that is owing to Purchaser that has become due, whether by acceleration or otherwise, which failure is not remedied within three (3) business days of notice thereof; (v) Seller shall fail to make any Future Advance as and when required under the Purchased Asset Documents for each Future Advance Asset, which failure is not remedied within the period of time required thereunder; (vi) an Act of Insolvency occurs with respect to Seller or Guarantor; (vii) Seller or Guarantor shall admit to any Person its inability to, or its intention not to, perform any of its respective obligations under any Transaction Document; (viii) any Transaction Document or a replacement therefor acceptable to Purchaser shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability of any material provision thereof shall be contested by Seller, Guarantor or Servicer; (ix) Seller or Guarantor shall be in continuing default under (i) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $500,000, with respect to Seller or $5,000,000 with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $500,000, with respect to Seller or $5,000,000, with respect to Guarantor; or (ii) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $500,000, with respect to Seller or $5,000,000, with respect to Guarantor; (x) (A) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be continuing appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Purchaser, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, or (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Purchaser is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan; and in each case in clauses (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xi) either (A) the Transaction Documents shall for any reason whatsoever (whether voluntary not cause, or involuntaryshall cease to cause, arising or effected by operation Purchaser to be the owner free of law or otherwise): (a) any payment adverse claim of principal any of the Loans Purchased Assets and other Purchased Items, and such condition is not cured by Seller within five (5) Business Days after the earlier of receipt of notice thereof from Purchaser to Seller or the Note shall actual knowledge thereof of Seller (provided, if such condition cannot be paid when cured within such five (5) Business Day period and Seller is diligently pursuing the same, Seller shall have such additional amount of time commercially reasonably necessary to cure the same (not to exceed an additional fifteen (15) Business Days)), or (B) if a Transaction is recharacterized as due (whether at maturitya secured financing, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteTransaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Purchaser in any of the Collateral; (bxii) any payment governmental, regulatory, or self regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of interest on Seller or Guarantor, which suspension has a Material Adverse Effect in the Loans or the Note shall not be paid when and as due (whether at maturity, by reason determination of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysPurchaser; (cxiii) Guarantor and its Subsidiaries, on a consolidated basis, shall fail to have a Tangible Net Worth at least equal to the Borrower Minimum Tangible Net Worth Amount as required under the Guarantee Agreement; (xiv) a Change of Control, without the consent of Purchaser, shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or occur with respect to Seller; (xv) [reserved]; (xvi) any representation or warranty contained herein or therein made by Seller to Purchaser (other than the representation made in Article 9(b)(x)(E) hereof) shall at any time prove to have been incorrect or misleading untrue in any material respect when made; ormade or repeated or deemed to have been made or repeated; (dxvii) a case final non appealable judgment by any competent court in the United States of America for the payment of money (a) rendered against Seller in an amount greater than $500,000 or proceeding (b) rendered against Guarantor in an amount greater than $5,000,000, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Purchaser; (xviii) if Seller shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, breach or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like perform any of the Borrower terms, covenants, obligations or conditions under this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within the earlier of thirty (30) days after (a) receipt of notice thereof by Seller from Purchaser, or (b) actual knowledge on the part of Seller of such breach or failure to perform; provided, that if such breach or failure to perform is curable by Seller but cannot be reasonably cured within such thirty (30) day period, Seller shall have such additional amount of time as is reasonably necessary to cure such breach or failure to perform (not to exceed sixty (60) days or such longer period of time as approved by Purchaser in its sole and absolute discretion). (xix) the breach by Guarantor of any term or condition set forth in the Guarantee Agreement or of any representation, warranty, certification or covenant made or deemed made in the Guarantee Agreement by Guarantor or if any certificate furnished by Guarantor to Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of Guarantor shall prove to have been false or misleading in any respect as of the time made or furnished; (xx) the breach by Servicer of any term or condition set forth in the Interim Servicing Agreement or of any representation, warranty, certification or covenant made or deemed made in the Interim Servicing Agreement by Servicer or if any certificate furnished by Servicer to Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of Servicer shall prove to have been false or misleading in any respect as of the time made or furnished; (xxi) Guarantor resigns or otherwise fails to be the sole Administrative Agent for all or any part Purchased Assets in accordance with the related Purchased Asset Documents; and (xxii) if Seller shall violate the terms and conditions set forth in Article 3(e)(v) hereof, and such violation is not remedied within fifteen (15) days of its property, or notice thereof from Purchaser. (b) After the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any an Event of Default and for purposes of each limited power of attorney (other than in the form attached hereto as Exhibit IV) executed and delivered in connection with each Transaction, Seller hereby appoints Purchaser as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action specified in such limited power of attorney, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default specified in clause (d) above)shall occur and be continuing with respect to Seller, the Lender may following rights and remedies shall be available to Purchaser: (i) At the option of Purchaser, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Purchaser exercises or is deemed to have exercised the option referred to in whole Article 13(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date (provided, that Purchaser may not exercise its rights under Article 13(b)(iii), (vi), (vii) and (viii) below until five (5) days after receipt by Seller of written notice of the Accelerated Repurchase Date); and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Purchaser by the Account Bank or Seller from time to time in part, the principal ofpursuant to Article 5 of this Agreement and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 13(b)(iii) of this Agreement); and (C) the Custodian shall, upon the Loans request of Purchaser, deliver to Purchaser all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets. (iii) Upon the occurrence of an Event of Default with respect to Seller and after Purchaser exercises or is deemed to exercise the option referred to in Article 13(b)(i) of this Agreement, Purchaser may, from and after five (5) days following receipt by Seller of written notice of the Accelerated Repurchase Date and provided Seller has not paid to Purchaser the aggregate Repurchase Price for all Purchased Assets, (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Purchaser may deem satisfactory any or all of the Purchased Assets, and/or (B) in its sole and absolute discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to this Article 13(b)(iii) shall be applied, (w) first, to the costs and expenses incurred by Purchaser in connection with Seller’s default; (x) second, to actual, out-of-pocket damages incurred by Purchaser in connection with Seller’s default, (y) third, to the Repurchase Price; and (z) fourth, to return any excess to Seller. (iv) The parties acknowledge and agree that (1) the Purchased Assets subject to any Transaction hereunder are not instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Asset, the Purchaser may establish the source therefor in its sole and absolute discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to bethe extent contrary to market practice with respect to the relevant Purchased Assets). The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Purchaser may elect, in its sole and absolute discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Purchaser to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Purchaser. (v) [reserved]. (vi) Purchaser shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC, to the extent that the UCC is applicable, and the Loans right to offset any mutual debt and claim), in equity, and under any other agreement between Purchaser and Seller. Without limiting the Note and such other amounts generality of the foregoing, Purchaser shall thereupon and be entitled to that extent becomeset off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Purchaser under this Agreement, due and payable without prejudice to Purchaser’s right to recover any deficiency. (vii) Purchaser may exercise any or all of the Lender. During remedies available to Purchaser immediately upon the continuance occurrence of any an Event of Default specified in clause with respect to Seller and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Purchaser may have. (dviii) abovePurchaser may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and without Seller hereby expressly waives any notice defenses Seller might otherwise have to require Purchaser to enforce its rights by judicial process. Seller also waives, to the Borrowerextent permitted by law, any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (c) Without limiting the foregoing, in the event that, with respect to any Purchased Asset, the principal of, and accrued interest onrepresentation made by Seller to Purchaser pursuant to Article 9(b)(x)(E) shall have been incorrect or untrue in any material respect when made (a “Document Rep Breach”), the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Repurchase Price for such Purchase

Events of Default Remedies. If (a) The occurrence of any of the following events (each, and its continuance after any applicable notice and cure period herein provided shall be an “Event of Default”: (i) shall have occurred and be continuing for Guarantor’s failure to pay or perform any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) its obligations hereunder when due which in the case of any payment obligation continues for ten (10) days after written notice from Bank, or in the case of principal any other obligation which continues for thirty (30) days after the earlier of the Loans effective date of written notice from Bank, or the Note date on which Guarantor otherwise acquires knowledge that such failure has occurred, provided, however, that if Guarantor shall proceed to take any curative action that, if begun and prosecuted with due diligence, cannot be paid when and completed within such 30 day period, then such period shall be increased to such extent as shall be reasonably necessary to enable Guarantor to complete such curative action through the exercise of due diligence; (whether at maturityii) the material falsity, material inaccuracy or material breach by reason Guarantor of acceleration any written warranty, representation or otherwisestatement made or furnished to Bank by or on behalf of Guarantor; or (iii) and in accordance with the terms termination or attempted termination of this Agreement and the Note;Guaranty except as provided for in Section 7. (b) any payment of interest on Upon the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance occurrence of any Event of Default under this Guaranty, (other than i) Guarantor shall pay to Bank the amount of the Obligations then and at any Event of Default specified time thereafter due under the Reimbursement Agreement; and (ii) Bank in clause (d) above)its discretion may exercise, the Lender may by written notice or cause to the Borrower declarebe exercised, in whole or from time to time any other rights and remedies available to it under this Guaranty or at law, in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateequity or otherwise.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) Seller or Guarantor shall fail to repurchase Purchased Assets upon the applicable Repurchase Date; (ii) Buyer shall fail to receive on any payment of principal Remittance Date the accreted value of the Loans Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Note Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made) (except that such failure shall not be paid when an Event of Default by Seller if sufficient Income, other than Principal Payments, is on deposit in the Depository Account and as due the Depository fails to remit such funds to Buyer); (iii) Seller or Guarantor shall fail to make any payment not otherwise addressed under this Article 11(a) owing to Buyer that has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement and the NoteAgreement, which failure is not remedied within three (3) Business Days of notice thereof; (biv) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Seller shall default in the observance or performance or observance of any other term, covenant or agreement contained hereinin Article 9 of this Agreement and, such default shall not be cured within five (5) Business Days after notice by Buyer to Seller thereof; (v) an Act of Insolvency occurs with respect to Seller or Guarantor; (vi) either Seller or Guarantor shall admit to any Person its inability to, or its intention not to, perform any of its respective obligations under any Transaction Document; (vii) the Custodial Agreement, the Depository Agreement or any other Transaction Document or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by Seller; (viii) Seller or Guarantor shall be in default under (i) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation of any amount with respect to Seller or $250,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness with respect to Seller, or if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Guarantor; or (ii) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract in any amount, with respect to Seller or $250,000, with respect to Guarantor; (ix) Seller or Guarantor shall be in default under any Indebtedness to Buyer or any of its respective present or future Affiliates, which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; (i) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (ii) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (iii) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xi) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Assets, and such default shall continue without cure for a period of 30 days condition is not cured by Seller within five (5) Business Days after receipt of written notice thereof from the LenderBuyer to Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Purchased Assets; (xii) an “Event of Default,” “Termination Event,” “Potential Event of Default” or other default or breach, however defined therein, occurs under any Hedging Transaction on the part of Seller, or the counterparty to Seller on any such Hedging Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge Counterparty, that is otherwise not cured within any applicable cure period thereunder or, if no cure period exists thereunder, which is not cured by Seller within three (3) Business Days after notice thereof from an Affiliated Hedge Counterparty or Qualified Hedge Counterparty to Seller; (xiii) any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Seller or Guarantor, which suspension has a Material Adverse Effect in the determination of Buyer and that is not cured by Seller within fifteen (15) Business Days after notice thereof from Buyer to Seller; (xiv) any condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole discretion exercised in good faith and that is not cured by Seller within three (3) Business Days after notice thereof from Buyer to Seller; (xv) any representation or warranty contained herein or therein made by Seller to Buyer shall at any time prove to have been incorrect or misleading untrue in any material respect when made; ormade or repeated or deemed to have been made or repeated (other than the representations and warranties of Seller set forth in Exhibit VI and Article 8(b)(x)(D) or Article 8(b)(viii) (as they relate solely to the Purchased Assets)); (dxvi) a case final non-appealable judgment by any competent court in the United States of America for the payment of money shall have been (a) rendered against Seller or proceeding (b) rendered against Guarantor in an amount greater than $250,000, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer; (xvii) if Seller shall be commenced against breach or fail to perform any of the Borrowerterms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within the earlier of fifteen (15) days after (a) delivery of notice thereof to Seller by Buyer, or (b) actual knowledge on the Borrower shall commence a voluntary casepart of Seller of such breach or failure to perform; provided, that, if Buyer determines, in either case seeking relief under its sole discretion, that any Bankruptcy Lawsuch breach is capable of being cured and such Seller is diligently and continuously pursuing such a cure in good faith but is not able to do so on a timely basis, such Seller shall have an additional period of time, not to exceed thirty (30) additional days, within which to complete such cure; (xviii) the Guarantee Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in each case as now or hereafter in full force and effect, or the Borrower enforceability thereof shall apply forbe contested by Guarantor or Seller; (xix) the breach by Guarantor of any term or condition set forth in the Guarantee Agreement or of any representation, consent towarranty, certification or fail covenant made or deemed made in the Guarantee Agreement by Guarantor or if any certificate furnished by Guarantor to contest, Buyer pursuant to the appointment provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of a receiver, liquidator, custodian, trustee Guarantor shall prove to have been false or the like misleading in any respect as of the Borrower time made or for all furnished; (xx) (A) an Event of Default (as such term is defined in the JPMorgan Facility documents) occurs under the JPMorgan Facility or any part (B) an Event of its property, Default (as such term is defined in the Citigroup Facility documents) occurs under the Citigroup Facility; and (xxi) if Buyer has reasonably determined that Seller is not managing (or causing the Borrower shall make a general assignment for management of) the benefit Purchased Assets in the same manner as such Purchased Assets are being managed on the Closing Date and Seller does not exercise commercially reasonable efforts to cure such failure within five (5) Business Days following receipt of its creditors, or written notice from Buyer. (b) After the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing with respect to Seller, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Article 11(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time in part, the principal ofpursuant to Article 4 of this Agreement and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 11(b)(iii) of this Agreement); and (C) the Custodian shall, upon the Loans request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets. (iii) Upon the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or all of the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing hereunder by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to bethis Article 11(b)(iii) shall be applied, (u) first, to the costs and expenses incurred by Buyer in connection with Seller’s default; (v) second, to consequential damages, including, but not limited to, costs of cover and/or Hedging Transactions, if any; (w) third, to actual, out-of-pocket damages incurred by Buyer in connection with Seller’s default, (x) fourth, to the Repurchase Price; (y) fifth, to any Breakage Costs or any other outstanding obligation of Seller to Buyer; and (z) sixth, to return any excess to Seller. (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer and its Affiliates and shall indemnify Buyer and its Affiliates for (A) the amount (including in connection with the enforcement of this Agreement) of all actual out-of-pocket losses, costs and expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller and (B) all costs incurred by Buyer in connection with Hedging Transactions in the event that Seller, from and after an Event of Default, takes any action to impede or otherwise affect Buyer’s remedies under this Agreement. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the Loans right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the Note and such other amounts generality of the foregoing, Buyer shall thereupon and be entitled to that extent becomeset off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Buyer under this Agreement, due and payable without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the Lender. During notice and cure periods set forth herein, Buyer may exercise any or all of the continuance remedies available to Buyer immediately upon the occurrence of any an Event of Default specified in clause with respect to Seller and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Buyer may have. (dviii) aboveBuyer may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and without Seller hereby expressly waives any notice defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives, to the Borrowerextent permitted by law, any defense Seller might otherwise have arising from the principal ofuse of nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and accrued interest on, are the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.result of a bargain at arm’s len

Events of Default Remedies. If any of the following events (each, an herein called “Event Events of Default”) shall have occurred occurred, whatever the reason for such occurrence and whether it shall be continuing for any reason whatsoever (whether voluntary or involuntary, arising involuntary or effected by operation of law or otherwiseotherwise (and each such Event of Default shall be deemed to be continuing until waived by the Required Purchasers (or as otherwise required by Section 13.1) in accordance with the terms hereof): (a) the Issuer shall default in the due and punctual payment or prepayment of (i) all or any payment of principal part of the Loans principal of, or the Prepayment Premium (if any) on, any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise, or (ii) any interest on any Note when and as such interest shall become due and payable and any such default in accordance with the terms payment of this Agreement and the Note;interest shall continue for a period of seven Business Days; or (b) the Issuer shall default in the due and punctual payment or prepayment of or any Credit Party shall default in the due and punctual payment of interest on the Loans or the Note shall not be paid any other Obligation when and as such Obligation shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement payable and the Note, and any such default is not cured within two shall continue for a period of seven days;; or (c) the Borrower any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained in this Agreement (other termthan those referred to in any subsection of this Section 10.1 other than this subsection (c)), covenant or agreement any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained hereinin any of the other Note Documents, and such default shall continue without cure for a period of 30 days thirty (30) days; (d) (i) any Credit Party shall fail to pay any principal of, premium or interest on or any other amount payable in respect of Indebtedness (other than the Notes and the Senior Obligations) of any Credit Party that is outstanding in a principal amount of at least $500,000 in the aggregate (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) or any Contingent Obligations when the same becomes due and payable (whether at scheduled maturity, or by required prepayment, acceleration, demand or otherwise), and such failure shall continue after receipt the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Indebtedness on the date of written notice thereof from the Lendersuch failure; or (ii) fails to perform or observe any other condition or covenant, or any representation other event shall occur or warranty contained herein or therein condition shall at any time prove to have been incorrect or misleading exist (in any material case regardless of whether any such condition, covenant or other event is more stringent than any comparable condition, covenant or other event contained in any Note Document) under any agreement or instrument relating to any such Indebtedness (other than the Notes and the Senior Obligations), if the effect of such event or condition is to cause, or to permit the holder or holders of such Indebtedness and/or Contingent Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness and/or Contingent Obligations to be declared to be due and payable prior to its stated maturity (whether or not such acceleration occurs) or such Contingent Obligation to become payable or cash collateral in respect when thereof to be demanded; or (iii) any such Indebtedness or all or any portion of the Senior Obligations shall be declared to be due and payable or required to be prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof, or (iv) any Credit Party shall fail to pay any of such Indebtedness or all or any portion of the Senior Obligations in full upon the final stated maturity of such respective Indebtedness (including any extension thereof); or (de) a case any Credit Party shall (i) apply for or proceeding shall be commenced against consent to the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidatorinterim receiver, receiver and manager, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyProperty, or the Borrower shall (ii) be generally unable to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence any Insolvency Proceeding with respect to itself, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) fail to controvert in a timely or the Borrower shall failappropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or any proceedings referred to in Section 11.1(f), (vii) admit in writing its inabilityinability to pay its debts generally as such debts become due, (viii) voluntarily ceases to payconduct its business in the ordinary course; (ix) take any action under the laws of its jurisdiction of organization analogous to any of the foregoing, (ix) take any requisite action for the purpose of effecting or authorizing any of the foregoing or (x) shall cease or fail to be Solvent; or (i) any involuntary Insolvency Proceeding (including the filing of any notice in respect thereof) is commenced against any Credit Party in respect of the (1) bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, (2) composition, rescheduling, reorganization, arrangement or readjustment of, or generally other relief from, or stay of proceedings to enforce, some or all of the debts or obligations, (3) appointment of a trustee, interim receiver, receiver, receiver and manager, liquidator, administrator, custodian, sequestrator, agent or other similar official for, or for all or a substantial part of the assets, or (4) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or a substantial part of the assets, of such Credit Party, and such case or proceeding shall remain undismissed or unstayed for 60 days or more or such court shall enter a decree or order granting the relief sought in such case or proceeding, (ii) any writ, judgment, warrant of attachment, execution or similar process for an amount in excess of $500,000, is issued or levied against a substantial part of any Credit Party’s Properties and any such proceeding or petition shall not be payingdismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy, or (iii) any Credit Party admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iv) any Credit Party acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its debts Property or business; or (g) one or more judgments, non-interlocutory orders, decrees or arbitration awards, as they to any single or related series of transactions, incidents or conditions, for the payment of money, shall be rendered by a court of competent jurisdiction against any Credit Party, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days from the date of entry thereof, or any judgment creditor or other Person shall legally commence actions to collect on or enforce such judgment, and such judgment together with all other such judgments shall exceed in the aggregate $500,000 in excess of applicable independent third-party insurance coverage; or (h) one or more non monetary judgments, orders or decrees shall be rendered against any Credit Party which does or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (i) any representation, warranty, written statement or certification made by or on behalf of any Credit Party or any officer thereof in this Agreement, or deemed made herein, or any other Note Document, or any certificate, notice, instrument, financial or other written statement, or other document now or hereafter delivered pursuant to or in connection with any provision of this Agreement (including any Officer’s Certificate or other certification delivered pursuant to Section 6 hereof) or any other Note Document, shall prove to be false, incorrect or breached, in any material respect on the date as of which made or deemed made; or (i) any Credit Party shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under a Multiemployer Plan; (ii) any Credit Party shall fail to satisfy its contribution under Section 412(d) of the Code; (iii) the occurrence of an ERISA Event; (iv) a Qualified Plan shall lose its qualification; (v) any Credit Party engages in or otherwise becomes liable for a non-exempt prohibited transaction; (vi) a violation of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401 (a) of the Code; (vii) any Credit Party is assessed a tax under Section 4980B of the Code or incurs a liability under Section 601 et seq. of ERISA; and, the occurrence of any such event listed in clauses (i) through (vii), or the occurrence of any combination of events listed in clauses (i) through (vii) results in, or could reasonably be expected to result in, a Material Adverse Effect or result in exposure to any Credit Party in an amount in excess of $250,000; or (k) any provision of any of this Agreement, the Notes or any other Note Document shall, for any reason, not be or shall cease to be in full force and effect, or not be, or be asserted in writing by any Credit Party not to be, valid, binding and enforceable against any Person purported to be bound by it; or (l) any Change of Control shall occur then (i) upon the occurrence of any Event of Default described in subsection (e) or (f), the Prepayment Amount of all Notes, and all fees, costs, expenses, indemnities and other Obligations payable under this Agreement, the Notes or any other Note Document, shall automatically become due; then immediately due and payable and all obligations of the Purchasers to purchase Notes hereunder shall terminate, without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived, or (ii) upon the occurrence and during the continuance of any other Event of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may Required Purchasers may, by written notice to the Borrower declareIssuer, in whole or from time to time in part, declare the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder Prepayment Amount to be, and the Loans and the Note and such other amounts same shall thereupon and to that extent forthwith become, immediately due and payable, together with all fees, costs, expenses, indemnities and other Obligations payable under this Agreement, the Notes or any other Note Document and all obligations of the Purchasers to the Lender. During the continuance purchase Notes hereunder shall terminate, all without presentment, demand, notice, protest or other requirements of any Event kind, all of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatewhich are hereby expressly waived.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the any Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the applicable Note; (b) any payment of interest on the Loans or the any Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the applicable Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the any Note and all other amounts owing hereunder to be, and the Loans and the any Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the any Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any of the following events (each, an “Event herein called "Events of Default”") shall have occurred and be continuing (whatever the reason for any reason whatsoever (such Event of Default and whether it shall be voluntary or involuntary, arising involuntary or effected by operation of law or otherwise): (a) the Company shall default in the due and punctual payment or prepayment of all or any payment part of the principal of the Loans or the any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (b) the Company shall default in the due and punctual payment or prepayment of (i) any payment of interest on the Loans any Note or the Note shall not be paid (ii) any other amounts payable hereunder or under any Security Document (other than those amounts referred to in Section 9.01(a)), when and as such interest or other amounts shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysshall continue for a period of five Business Days, which period shall commence to run after written notice to the Company from the Holders having at least 25% of the outstanding principal amount of all Notes with respect to amounts covered in clause (ii); (c) the Borrower Company shall default in the performance or observance of any of the covenants, agreements or conditions set forth in any of Sections 4.3, 4.11, 4.14, or 5.1 of the TEC Indenture, each as incorporated herein by reference (such reference to incorporate any grace period applicable thereto under the TEC Indenture) thereto pursuant to Section 8.04, and otherwise subject to the provisions thereof; (d) the Company shall default in the performance or observance of any of the covenants, agreements or conditions contained in this Agreement or otherwise incorporated herein by reference thereto, or any of the Security Documents (other termthan those covenants referred to or described in Section 9.01(a), covenant or agreement contained herein9.01(b) and 9.01(c)), and such default shall continue without cure for a period of 30 days thirty (30) days, after receipt of written notice thereof to the Company from the Lender, or any representation or warranty contained herein or therein shall Holders having at any time prove to have been incorrect or misleading in any material respect when made; orleast 25% of the outstanding principal amount of all Notes. (de) a case the Company shall (i) apply for or proceeding shall be commenced against consent to the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyProperty, or the Borrower shall (ii) be generally unable to pay its indebtedness as such indebtedness becomes due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) fail to controvert in a timely or the Borrower shall failappropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, (vii) admit in writing its inabilityinability to pay its debts generally as such debts become due, (viii) take any action under the laws of its jurisdiction of organization analogous to payany of the foregoing, or generally not (ix) take any requisite action for the purpose of effecting any of the foregoing; (f) a proceeding or case shall be payingcommenced, its debts as they become due; then during without the continuance application or consent of the Company in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up of the Company or composition or readjustment of the indebtedness of any Event of Default them, (other than ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company, or of all or any Event substantial part of Default specified the assets of any of them, or (iii) similar relief in clause (d) above), respect of the Lender may by written notice to Company under any law providing for the Borrower declare, in whole or from time to time in part, the principal ofrelief of debtors, and accrued interest onsuch proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 60 days; or an order for relief shall be entered in an involuntary case under the Loans Bankruptcy Code, against the Company, or action under the laws of the jurisdiction of organization of any of the Company analogous to any of the foregoing shall be taken with respect to any of the Company and shall continue undismissed, or unstayed and in effect, for a period of 60 days; (g) final judgment for the Note and all other amounts owing hereunder to bepayment of money shall be rendered by a court of competent jurisdiction against the Company, and the Loans Company shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, within twenty days from the date of entry thereof and the Note and within said period of twenty days, or such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.longer

Events of Default Remedies. If any one or more of the following events (each, an “Event Events of Default,” or, if giving of notice or the lapse of time or both is required, then, prior to such notice and lapse of time, “Defaults”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (ai) Failure to pay the principal of or interest on the Note, or to pay any amounts due under any Hedging Contracts, when due, or to pay any amount when due relating to other Indebtedness owing by the Borrower to Bank, now existing or hereinafter incurred, whether direct or contingent within five (5) Business Days of when due, or (ii) any payment of principal of Related Agreement ceases to be in full force and effect or any party to any Related Agreement notifies the Loans Bank that such party has no continuing obligation to pay or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and perform its obligations thereunder in accordance with the terms of the applicable Related Agreement, or (iii) failure by the Borrower to observe, perform or achieve any covenant contained in Sections 6, 7 or 8 hereof; or 9.2. Failure by the Borrower to perform any other act, duty, obligation or other agreement of Borrower of a non-monetary nature contained in this Agreement, the Note or such Related Agreement and the Note; (b) any payment not otherwise constituting an Event of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, Default hereunder and such default failure continues for twenty (20) after notice thereof (unless a shorter period of time is not cured within two days;provided in such Related Agreement, in which event, such shorter time period shall apply); or (c) 9.3. Any representation or warranty made by the Borrower shall default herein or in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the LenderRelated Agreement, or any representation statement, certificate or warranty contained herein other data furnished by the Borrower in connection herewith or therein shall with any Related Agreement, proves at any time prove to have been be incorrect or misleading in any material respect when maderespect; or 9.4. A judgment or judgments for the payment of money in excess of Two Hundred Fifty Thousand Dollars (d$250,000.00) a case or proceeding shall be commenced rendered against the Borrower or any Subsidiary, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution (but, with respect to a Subsidiary other than Cybex UK, only if such event would have a Material Adverse Effect on Borrower); or 9.5. Any levy, seizure, attachment, garnishment, execution or similar process shall be issued or levied on any of the Borrower’s or Subsidiary’s property and is not dismissed, bonded over or otherwise addressed in a manner satisfactory to the Bank within thirty (30) days thereof (but, with respect to a Subsidiary other than Cybex UK, only if such event would have a Material Adverse Effect on Borrower); or 9.6. The Borrower or any Subsidiary shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now (a) apply for or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodianconservator, trustee or the like of the Borrower liquidator or for all or any a substantial part of its property, or the Borrower shall make a general assignment for the benefit any of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.assets;

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of three days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been materially inaccurate when made or deemed made; (d) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a) or in Article VI or in Article VII of this Agreement; provided any default under Sections 7.01, 7.02 and/or 7.03 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and Term A Commitments, until the date on which the Revolving Loans and Term A Loans (if any) have occurred been accelerated, and be continuing the Revolving Commitments and Term A Commitments (if any) have been terminated, in each case, by the Required TLA/RC Lenders; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of the Loans or the Note shall not be paid amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (whether at maturityf) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or CREDIT AGREEMENT, Page 129 any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $10,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (ii) as a result of the NoteAdministrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; (bm) any payment of interest on the Loans this Agreement or the Note Guaranty Agreement (other than in respect of an Immaterial Subsidiary) shall not for any reason cease to be paid when in full force and as due (whether at maturityeffect and valid, by reason binding and enforceable in accordance with its terms after its date of acceleration execution, or otherwise) and any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments and commitments with respect to any Ancillary Facility, and thereupon the Commitments and commitments with respect to any Ancillary Facility shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding and the obligations under any Ancillary Facility then outstanding to be due and payable in whole (or in part, in either which case seeking relief any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the obligations under any Bankruptcy LawAncillary Facility then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding and the obligations under any Ancillary Facility then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA/RC Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders and Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable Letters of Credit. Notwithstanding anything to the Lender. During contrary contained herein, during the continuance Clean-up Period, any breach of a representation or warranty or any Event Default which arises with respect to Vion shall not constitute or result in a default, drawstop, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or Default specified in clause (di) abovedoes not have a Material Adverse Effect on the Parent Borrower and its Restricted Subsidiaries taken as a whole, automatically such that the Parent Borrower and without any notice its Restricted Subsidiaries taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Agreement; (ii) was not knowingly procured or approved by the Parent Borrower, the principal of, ; and accrued interest on, the Loans (iii) is capable of remedy and the Note and all other amounts payable hereunder shall be due and payable reasonable steps are being taken to the Lender and the Commitment shall terminateremedy it.

Events of Default Remedies. If any of the following events (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) the Company shall fail to pay any payment of principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise) and in accordance with the terms of this Agreement and the Note; (b) the Company shall fail to pay any payment of interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysfailure shall continue unremedied for a period of five Business Days; (c) any representation, warranty or statement made or deemed made by or on behalf of the Borrower Company in any Loan Document or in any report, certificate, financial statement or other written information provided pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder shall default prove to have been incorrect in any material respect when made or deemed made; (d) the performance Company shall fail to observe or observance of perform any other termcovenant, covenant condition or agreement contained hereinin Section 5.02(a), 5.03 (with respect to the existence of the Company) or 5.09 or in Article VI; (e) the Company shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section), and such default failure shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from any Agent or any Lender to the Company (with a copy to each of the Agents in the case of any such notice from a Lender); (f) the Company or any Subsidiary shall fail to make any payment (whether of principal, interest or otherwise) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace period; (g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity, or that enables or permits (with or without the giving of notice, but only after the expiration of any applicable grace period) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable counterparty, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, or, in the case of a Hedging Agreement, to terminate any related hedging transaction, in each case prior to its scheduled maturity or termination; provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of, or any representation casualty with respect to, assets securing such Indebtedness, (ii) any prepayment, repurchase, redemption or warranty contained herein defeasance of any Acquisition Indebtedness if the related Acquisition is not consummated, (iii) any Indebtedness that becomes due as a result of a voluntary prepayment, repurchase, redemption or therein shall at defeasance thereof, or any time prove refinancing thereof, permitted under this Agreement or (iv) in the case of any Hedging Agreement, termination events or equivalent events pursuant to have been incorrect the terms of such Hedging Agreement not arising as a result of a default by the Company or misleading in any material respect when made; orSubsidiary thereunder; (dh) a case or an involuntary proceeding shall be commenced against or an involuntary petition shall be filed seeking (i) liquidation, reorganization, moratorium, winding-up or other relief in respect of the BorrowerCompany or any Material Subsidiary or its debts, or the Borrower shall commence of a voluntary casesubstantial part of its assets, in either case seeking relief under any Bankruptcy LawUnited States (Federal or state) or foreign bankruptcy, in each case as insolvency, receivership, winding-up or similar law now or hereafter in effect, effect or the Borrower shall apply for, consent to, or fail to contest, (ii) the appointment of a receiver, liquidator, trustee, custodian, trustee sequestrator, conservator or similar official for the like of the Borrower Company or any Material Subsidiary or for all or any a substantial part of its propertyassets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) the Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, winding-up or other relief under any United States (Federal or state) or foreign bankruptcy, insolvency, receivership, winding-up or similar law now or hereafter in effect (other than, in the case of any Subsidiary, a voluntary liquidation or dissolution permitted by Section 6.04(a)(ii)(E)), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in sub-clause (i) above, (iii) apply for or consent to the Borrower shall appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of its creditors, or the Borrower Board of Directors (or similar governing body) of the Company or any Material Subsidiary (or any committee thereof) shall failadopt any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (i) or clause (h) of this Section; (j) the Company or any Material Subsidiary shall become unable, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (k) one or more final judgments for the payment of money in an aggregate amount in excess of $100,000,000 (other than any such judgment covered by insurance (other than under a self-insurance program) provided by a financially sound insurer to the extent a claim therefor has been made in writing and liability therefor has not been denied by the insurer) shall be rendered against the Company, any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Company or any Material Subsidiary to enforce any such judgment; (l) one or more ERISA Events shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; then or (m) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Company described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the General Administrative Agent may, and at the request of (i) prior to the earlier of the borrowing of the Term Loans on the Term Funding Date and the termination or expiration of all the Term Commitments, (x) in the case of any Event of Default under clause (a), (b), (h), (i) or, solely with respect to failure to observe or perform any covenant in Section 6.04, (d) of this Section, the Required Lenders or (y) in the case of any other Event of Default, the Majority in Interest of the Revolving Lenders or (ii) on and after the earlier of the borrowing of the Term Loans on the Term Funding Date and the termination or expiration of all the Term Commitments, the Required Lenders shall, by notice to the Company, take any or all of the following actions, at the same or different times: (A) terminate the Revolving Commitments and, subject to the next succeeding paragraph, the Term Commitments, and thereupon the Revolving Commitments and/or the Term Commitments shall terminate immediately, and (B) declare the Loans then outstanding to be due and payable in whole (or in part (but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding), in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Company hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; and in the case of any event with respect to the Company described in clause (h) or (i) of this Section, the Revolving Commitments and the Term Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Company hereunder, shall immediately and automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. During the period from and including the Effective Date to and including the earlier of the borrowing of the Term Loans on the Term Funding Date and the termination or expiration of all the Term Commitments, and notwithstanding (I) any failure by the Company or any Subsidiary to observe or perform the covenants set forth in Article V or VI hereof (other than failure to observe or perform any covenant contained in Section 6.04), (II) the occurrence of any Default or Event of Default (other than any Event of Default specified under clause (a), (b), (h), (i) or, with respect to failure to observe or perform any covenant contained in clause Section 6.04, (d) above), the Lender may by written notice of this Section) or (III) subject to the Borrower declare, parenthetical provisions in whole or from time to time in part, the principal of, clauses (I) and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (dII) above, automatically and without any notice provision to the Borrowercontrary in this Agreement, none of the General Administrative Agent, the principal ofTerm Facility Agent or any Term Lender shall be entitled to (1) rescind, and accrued interest onterminate or cancel the Term Facility or any of the Term Commitments hereunder, or exercise any right or remedy under this Agreement or any other Loan Document to the extent that to do so would prevent, limit or delay the making by any Term Lender of its Term Loan on the Term Funding Date, (2) in the case of any Term Lender, refuse to make its Term Loan on the Term Funding Date or (3) in the case of any Term Lender, exercise any right of set-off or counterclaim in respect of its Term Loan to the extent that to do so would prevent, limit or delay the making of its Term Loan on the Term Funding Date; provided that, for the avoidance of doubt, the borrowing of the Term Loans and on the Note and all other amounts payable hereunder Term Funding Date shall be due and payable subject to the Lender and the Commitment shall terminate.satisfaction (or waiver in accordance with

Events of Default Remedies. If any of the following events (each, an herein called “Event Events of Default”) shall have occurred and be continuing (whatever the reason for any reason whatsoever (such Event of Default and whether it shall be voluntary or involuntary, arising involuntary or effected by operation of law or otherwise): (a) the Company shall default in the due and punctual payment or prepayment of all or any payment of principal part of the Loans principal of, or the prepayment charge (if any) on, any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (b) the Company shall default in the due and punctual payment or prepayment of any payment of interest on the Loans or the any Note shall not be paid when and as such interest shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two dayspayable; (c) the Borrower Company shall default in the performance or observance of any of the covenants, agreements or conditions contained in Section 7(a), Section 7(b), Section 7(c), Section 7(d), Section 7(h), Section 7(i), Section 9.2(a), Section 9.2(c), Section 9.6, Section 9.7, Section 9.8, Section 10 and Section 11 of this Agreement; (d) the Company or any of its Subsidiaries shall default in the performance or observance of any of the covenants, agreements or conditions contained in this Agreement or any of the other term, covenant or agreement contained hereinNote Documents (other than those referred to in any subsection of this Section 12.1 other than this subsection (d)), and such default shall continue without cure for a period of 30 days after receipt days; (e) (i) the Company or any of written notice thereof from the Lenderits Subsidiaries shall fail to pay any principal of, or interest on, or any representation other amount payable in respect of Indebtedness of such Person that is outstanding in a principal amount of at least $500,000 in the aggregate (but excluding Indebtedness outstanding under the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or warranty contained herein otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or therein instrument relating to such Indebtedness; or (ii) any other event shall at occur or condition shall exist under any time prove agreement or instrument relating to have been incorrect any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or misleading in instrument, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (whether or not such acceleration occurs); or (iii) any material respect when made; or (d) a case or proceeding such Indebtedness shall be commenced against the Borrowerdeclared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or the Borrower an offer to prepay, redeem, purchase or defease such Indebtedness shall commence a voluntary case, in either case seeking relief under any Bankruptcy Lawbe required to be made, in each case as now prior to the stated maturity thereof; (f) the Company or hereafter in effectany of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) below, (iii) apply for or consent to the appointment of a receiver, liquidatortrustee, custodian, trustee sequestrator, conservator or similar official for the like Company or any of its Subsidiaries, or for a substantial part of the Borrower property or for all assets of the Company or any part of its propertySubsidiaries, or (iv) file an answer admitting the Borrower shall material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of its creditors, or the Borrower shall fail, or (vi) admit in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any of its Subsidiaries, or of a substantial part of the property or assets of the Company or any of its Subsidiaries, under the Bankruptcy Code, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of its Subsidiaries, or for a substantial part of the property or assets of the Company or any of its Subsidiaries, or (iii) the winding-up or liquidation of the Company or any of its Subsidiaries, and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; (h) final judgment for the payment of money shall be rendered by a court of competent jurisdiction against the Company or any of its Subsidiaries, and the Company or such Subsidiary, as the case may be, shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, within 30 days from the date of entry thereof and within said period of 30 days, or such longer period during which execution of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, and such judgment together with all other such judgments shall exceed in the aggregate $250,000; (i) any representation, warranty or statement made by or on behalf of the Company or any of its Subsidiaries or by or on behalf of any officer of the Company or any of its Subsidiaries in this Agreement or any other Note Document, or in any financial statement, certificate or other instrument or document now or hereafter delivered pursuant to or in connection with any provision of this Agreement or the other Note Documents, shall prove to be false or incorrect or breached in any material respect on the date as of which made; (j) a Liquidity Event shall occur; (i) an ERISA Event shall occur with respect to a Pension Plan or a Multiemployer Plan which shall have resulted or could reasonably be expected to result in liability of the Company or any ERISA Affiliate under Title IV of ERISA to such Pension Plan or Multiemployer Plan or to the PBGC in an aggregate amount in excess of $500,000; (ii) the Company or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liabilities under a Multiemployer Plan, in an aggregate amount in excess of $500,000; or (iii) the aggregate amount of Unfunded Pension Liabilities among all Pension Plans at any time shall exceed $1,500,000; (l) any provision of this Agreement or any other Note Document shall, for any reason, not be or shall cease to be in full force and effect, or not be, or be asserted in writing by the Company or any of its Subsidiaries not to be, valid, binding and enforceable against any Person purported to be bound by it; (m) any of the Security Documents shall not give or shall cease to give the Collateral Agent the Liens and the rights, powers and privileges purported to be created thereby, including a valid, enforceable and perfected first priority security interest in, and Lien on, all of the Collateral subject thereto in favor of the Collateral Agent, superior and prior to the rights of all third Persons (subject to Permitted Liens); (n) as of the first anniversary of the Closing Date, neither an Initial Public Offering shall have occurred nor shall the Registration Statement have been declared effective by the SEC; or (o) any Material Adverse Effect shall occur; (i) upon the occurrence of any Event of Default described in subsection (f) or (g), the unpaid principal amount of all Notes, together with all interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder or under any of the other Note Documents (including an amount equal to the prepayment charge (if any) that would have been payable if the Notes had then been voluntarily prepaid in full), shall automatically become immediately due and payable, without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived, or (ii) upon the occurrence of and during the continuance of any other Event of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may Majority Purchasers may, by written notice to the Borrower declareCompany, declare the entire unpaid principal amount of the Notes to be immediately due and payable, together with all interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder or under any of the other Note Documents (including an amount equal to the prepayment charge (if any) that would have been payable if the Notes had then been voluntarily prepaid in full), in whole or from time to time in partwhich event all such principal, the principal ofinterest, premium and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, be immediately due and payable to the Lender. During the continuance payable, all without presentment, demand, notice, protest or other requirements of any Event kind, all of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatewhich are hereby expressly waived.

Events of Default Remedies. If any of the The following events shall be deemed to be events of default by Employee under this Agreement (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) A. Employee shall desert or vacate any payment of principal substantial portion of the Loans Premises. B. Employee shall fail to comply with any term, provision or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms covenant of this Agreement (other than the foregoing in this paragraph 14), and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due cure such failure within ten (whether at maturity, by reason of acceleration or otherwise10) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from to Employee. In the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event event that an Act of Default specified in the notice provided for in this clause B is of such a type that it cannot be cured or corrected within said ten (d10) above)day period, then Employee shall not be in default hereunder if it shall commence the Lender correction of such default so specified within said ten (10) day period and diligently prosecute the same to completion. If Employee commits an Act of Default hereunder, Employer, at any time thereafter and without waiving any other rights available to Employer at law or in equity, may terminate this Agreement. No waiver by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Employer of any Event violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Forbearance by Employer to enforce one or more of the remedies herein provided upon an Act of Default specified in clause (d) aboveshall not be deemed or construed to constitute a waiver of such default. If, automatically upon termination of Employee’s employment, Employee has breached any obligations of Employee under this Agreement, Employee authorizes Employer to withhold an amount sufficient to correct such breach from Employee’s last pay check, under terms and without conditions permitted by law. Employee shall remain liable for any notice to the Borrowerfurther amounts due Employer resulting from such breach, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateif Employee’s last pay check is insufficient.

Events of Default Remedies. If 8.1. An event of default shall be deemed to have occurred upon the occurrence of any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):events: (a) any payment of principal of Any amount payable on the Loans or the Note Loan shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note;when demand is made therefor; or (b) Other than a failure to pay the Loan when due or when demand is made therefor, a breach or failure of performance by the Borrower of any payment of interest covenant, condition or agreement on the Loans its part to be observed or the Note performed contained in this Agreement or by any party in any Loan Document which shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not have been cured within two days;five (5) business days after receipt by the Borrower of notice thereof given by the Lender; or (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any Any material representation or warranty contained herein made by either Borrower or therein any Guarantor in any Loan Document shall at any time prove to have been incorrect false or misleading breached in any material respect when on and as of the date on which made; or (d) a case The Borrower or proceeding any Guarantor shall be commenced against the Borroweradjudged to be insolvent or unable to pay its debts as they mature or any receiver, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receivertrustee, liquidator, custodiancustodian or like officer be appointed to take custody, trustee possession or the like control of any property of the Borrower or for all any Guarantor; or (e) if the Borrower or any part Guarantor shall: (i) admit in writing its inability to pay its debts generally as they become due; or (ii) file a petition in bankruptcy or petition to take advantage of its property, or the Borrower shall any insolvency act; or (iii) make a general assignment for the benefit of creditors; or (iv) consent to the appointment of a receiver of the whole or any substantial part of its creditorsproperty; or (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (vi) file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of Canada or any province thereof or of the United States of America or any state, district or territory thereof; or (f) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Borrower or any Guarantor, as applicable, a receiver of the whole or any substantial part of the its property, and such order, judgment or decree shall fail, or admit in writing its inability, to pay, or generally not be payingvacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) if, its debts as they become due; then during under the continuance provisions of any Event other law for the relief or aid of Default debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of Borrower's or any Guarantor's property and such custody or control shall not be terminated or stayed within (other than 90) days from the date of assumption of such custody or control; or (h) if the Borrower or any Event Guarantor sells or otherwise transfers all or substantially all of Default specified in clause its assets. 8.2. If an event of default shall have occurred and be continuing: (da) above), the The Lender may (by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice delivered to the Borrower, ) declare all or any portion of the principal of, Loan immediately due and accrued interest on, payable. (b) The Lender shall also be entitled to exercise all its rights and remedies as may exist at law or as set forth in this Agreement and/or the Loans and the Note and all other amounts payable hereunder Notes. (c) The Lender shall be due entitled to collect interest at the maximum rate of interest allowed by applicable law on the unpaid principal balance of the Notes from and payable to after the Lender and the Commitment shall terminateoccurrence of an event of default until such event of default is cured or waived by Lender.