Common use of Events of Default Clause in Contracts

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) the failure of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assets.

Events of Default. The occurrence of any one or more Each of the following events shall constitute be an “Event of Default”: (a) the failure of The Borrower shall fail to pay any part of when due the principal of, amounts required to be paid under this Agreement or interest on, the Note when duethe same shall become due and payable in accordance with the terms of this Agreement or the Note, whether at maturityincluding a failure to repay any amounts which have been previously paid but are recovered, by acceleration attached or otherwise;enjoined pursuant to any insolvency, receivership, liquidation or similar proceedings; or (b) there The Borrower shall have occurred fail to perform or observe any breach of any covenantits covenants or agreements contained in this Agreement, the Regulatory Agreement, the Indenture, the Note or there is any the Deed of Trust, other default under the Loan Documentsthan as specified in paragraph (a) above, and such breach or default failure shall continue for more than fifteen (15) days during and after Lender has provided notice thereof to Borrowerthe period specified in Section 7.2; (c) any Any representation or warranty made of the Borrower shall be determined by Borrower herein the Trustee or in any Loan Document shall prove the Authority to have been inaccurate false in any material respect when made; (d) there The Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has generally not been waived pay its debts as they become due, or shall admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to pay its debts generally, and same has caused such debt obligation to be accelerated; (e) any judgment or shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of creditors or shall institute any proceeding or voluntary case seeking to adjudicate it a creditor; (ii) apply forbankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or consent to, seeking the entry of an order for relief or the appointment of a receiver, trustee trustee, custodian or liquidator other similar official for all it or a for any substantial part of its assetsproperty; or the Borrower shall take any action to authorize any of the actions described above in this paragraph (iii) d), or any proceeding shall be adjudicated instituted against the Borrower seeking to adjudicate it a bankrupt or insolvent; (iv) file a voluntary petition in insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or file a petition or an answer seeking reorganization or an arrangement with creditors, relief or seeking to take advantage of any other law (whether federal or state) relating to the relief protection of debtors, or admit (by answer, by default seeking the entry of an order for relief or otherwise) the material allegations appointment of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee trustee, custodian or liquidator other similar official for all it or a for any substantial part of its assetsproperty, and, if such proceeding is being contested by the Borrower in good faith, such proceeding shall remain undismissed or unstayed for a period of 60 days; or (e) An event of default shall have occurred under Section 11.1 of the Indenture and the Bonds shall have been declared due and payable pursuant to Section 11.2 of the Indenture.

Events of Default. The occurrence of any one or more of the following events with respect to a party (which party shall constitute be the “Defaulting Party” and the other party, the “Non-Defaulting Party”) shall be an “Event of Default”: (a) The failure to make any payment or any delivery of shares pursuant to the failure of Borrower to pay any part terms of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise;Letter Agreement. (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any Any representation or warranty made by Borrower herein or in any Loan Document this Letter Agreement shall prove to have been inaccurate false in any material respect when at the time it was made;, given or reaffirmed. CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BOXES AND ASTERISKS DENOTE SUCH OMISSION. (dc) there The failure to perform or comply in any material respect with any other obligation in this Letter Agreement which failure shall continue for five Trading Days after written notice of such failure has been sent to the Defaulting Party. (A) The initiation of any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or other relief of debtors, seeking to have occurred any event of default an order for relief entered with respect to it, or seeking to have itself adjudicated as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution or composition or other relief under bankruptcy or insolvency law with respect to it or its debts or (after giving effect to any permitted cure periods2) which has not been waived in writing under seeks appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; substantial part of its assets; (eB) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditorits creditors; (iiC) apply forthe initiation of any case, proceeding or other action of a nature referred to in clause (A) hereof which (1) results in the entry of an order for relief or any such adjudication or appointment with respect to the party or any of its assets or (2) is not dismissed, stayed, discharged or bonded for a period of 5 days; (D) the initiation of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, or consent to, the appointment of a receiver, trustee or liquidator for similar process against all or a any substantial part of its assets, which case, proceeding or other action 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 30 days from the entry thereof; (iiiE) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition party shall take any action in bankruptcyfurtherance of, or file a petition or an answer seeking reorganization or an arrangement with creditorsindicating its consent to, approval of, or seeking to take advantage acquiescence in, any of any other law the acts set forth in clauses (whether federal or stateA) relating to the relief of debtors, or admit - (by answer, by default or otherwiseD) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtorshereof; or (vF) suffer either party shall generally not, or permit shall admit in writing its inability to, pay its debts as they become due. (e) The Common Stock ceases to continue unstayed be listed, traded or publicly quoted on the Exchange for any reason and is not immediately re-listed, traded or quoted as of the date of such de-listing, on another U.S. national securities exchange or a U.S. automated interdealer quotation system (“Successor Exchange”); provided that it shall not constitute an Event of Default if the Common Stock is immediately re-listed on a Successor Exchange upon its de-listing from the Exchange, and the Successor Exchange shall be deemed to be the Exchange for all purposes. In addition, in effect for sixty such event, Bank shall make any commercially reasonable adjustments it deems necessary to the terms of the Transaction. (60f) consecutive days Any consolidation or amalgamation or merger with or into, or any judgment, decree transfer of all or order entered substantially all its assets to another entity by a court party, resulting in the creditworthiness of competent jurisdiction which approves an involuntary petition seeking reorganization the surviving or appoints, pursuant transferee entity being materially weaker than that of the party immediately prior to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsaction.

Events of Default. The occurrence of any one or more Each of the following actions, occurrences or events shall shall, but only (except in the case of subsections (a), (d) and (e) below) if National Rural does not cure such action, occurrence or event within 30 days of notice from ▇▇▇▇▇▇ Mac requesting that it be cured, constitute an “Event of Default”” under the terms of this Agreement: (a) the a failure by National Rural to make a payment of Borrower to pay any part of the principal of, or interest on, on any Note for more than ten days after the Note when due, whether at maturity, by acceleration or otherwisesame becomes due and payable; (b) there shall have occurred a material representation by National Rural to ▇▇▇▇▇▇ Mac in connection with this Agreement, any breach of any covenantNote or the Pledge Agreement, or there is any other default under the Loan Documentsmaterial information reported pursuant to Article V, and such breach shall prove to be incorrect or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borroweruntrue in any material respect when made or deemed made; (c) a failure by National Rural to comply with any representation other material covenant or warranty made by Borrower herein provision contained in this Agreement or in any Loan Document shall prove to have been inaccurate in any material respect when madeof the other Note Documents; (d) there shall have occurred the entry of a decree or order by a court having jurisdiction in the premises adjudging National Rural a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of National Rural under the Federal Bankruptcy Act or any event other applicable Federal or State law or law of default the District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator (after giving effect to or other similar official) of National Rural or of any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligationssubstantial part of its property, or ordering the winding up or liquidation of its affairs, and same has caused the continuance of any such debt obligation to be accelerated;decree or order unstayed and in effect for a period of 60 consecutive days; or (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit commencement by National Rural of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) proceedings to be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or an answer or consent seeking reorganization or an arrangement with creditorsrelief under the Federal Bankruptcy Act or any other applicable Federal or State law or law of the District of Columbia, or seeking the consent by it to take advantage the filing of any other law (whether federal such petition or state) relating to the relief appointment of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee liquidator, assignee, trustee, sequestrator (or liquidator for all similar official) of National Rural or a of any substantial part of its assetsproperty, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by National Rural in furtherance of any such action.

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default (an “Event of Default”) hereunder and under each and every other Loan Document: (a) the failure of 6.1 The Borrower shall fail to pay any part of the principal ofprincipal, interest or interest on, the Note any other amount as and when due, whether at maturity, by acceleration or otherwisedue and payable under any Loan Document; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any 6.2 Any representation or warranty which is made by Borrower herein or deemed made in any Loan Document by the Borrower shall prove to have been inaccurate incorrect or misleading in any material respect when madeon or as of the date made or deemed made or remade; 6.3 The Borrower shall fail to perform or observe any term, provision, covenant, or agreement contained in any Loan Document to be performed or observed by the Borrower (dother than any payment obligation) there and such failure shall have occurred any event of default continue more than 20 days after notice thereof from Lender; 6.4 The Borrower shall (after giving effect to any permitted cure periodsa) which has not been waived generally not, or be unable to, or admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to, and same has caused pay its debts as such debt obligation to be accelerated; debts become due; or (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (ib) make a general an assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee or liquidator for all it or a substantial part of its assets; or (iiic) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of commence any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in proceeding under any bankruptcy, reorganization, insolvencyarrangement, readjustment of debt, dissolution, or other proceeding (liquidation law or statute of any jurisdiction, whether federal now or state) relating to relief of debtorshereafter in effect; or (vd) suffer have any such petition or permit application filed or any such proceeding commenced against it in which an order for relief is entered or adjudication or appointment is made and which remains undismissed for a period of 30 days or more; or (e) by any act or omission to continue unstayed and act indicate consent to, approval of, or acquiescence in effect for sixty (60) consecutive days any judgmentsuch petition, decree application, or proceeding, or order entered by for relief, or the appointment of a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appointscustodian, pursuant to such a petition, a receiver, or trustee or liquidator for all or a any such substantial part of its assetsproperties; or (f) suffer any such custodianship, receivership, or trusteeship for all or any substantial part of its properties; or (g) suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of 30 days or more; or 6.5 At any time after execution and delivery of this Agreement, and for any reason at no fault of Lender, any Loan Document shall cease to be in full force and effect and enforceable in accordance with its terms, or shall be declared null and void.

Events of Default. The occurrence of any one or more Each of the following events defaults shall constitute an “Event of Default”” if such default is not cured during such period of time as is specified below (or if no period of time is specified below, immediately upon such default) after the Holder has given the Company written notice of such default; provided, however, that no such notice shall be required for an Event of Default pursuant to Sections 7(a)(i), 7(a)(iii) and 7(a)(iv) below: (ai) the failure of Borrower the Company to pay any part of the principal ofprincipal, interest or interest onother amounts owing, the if any, under this Note when due, whether at maturity, by acceleration or otherwise; (bii) there shall have occurred any unless waived by the Holder, the Company’s material breach of any covenant, representations or there warranties of the Company under this Note which breach is any other default under not cured by the Loan Documents, and such breach or default shall continue for more than fifteen Company within ten (1510) days after Lender has provided of notice thereof to Borrowerfrom the Holder; (ciii) if the Company shall (1) make a determination to discontinue its business, (2) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; of its property, (d3) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to pay its debts, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i4) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv5) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or state) relating to the relief of debtorsliquidation laws or statutes, or admit (by answer, by default or otherwise) an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding under any such law; or (whether federal or stateiv) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves if there shall be filed against the Company an involuntary petition seeking reorganization of the Company or appoints, pursuant to such a petition, the appointment of a receiver, trustee trustee, custodian or liquidator for all of the Company or a substantial part of its assets, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect (any of the foregoing petitions being hereinafter referred to as an “Involuntary Petition”) and such Involuntary Petition shall not have been dismissed within ninety (90) days after it was filed.

Events of Default. The occurrence of any one or more Each of the following actions, occurrences or events shall shall, but only (except in the case of subsections (a), (d) and (e) below) if National Rural does not cure such action, occurrence or event within 30 days of notice from F▇▇▇▇▇ Mac requesting that it be cured, constitute an “Event of Default”” under the terms of this Agreement: (a) the a failure by National Rural to make a payment of Borrower to pay any part of the principal of, or interest on, on any Note for more than ten days after the Note when due, whether at maturity, by acceleration or otherwisesame becomes due and payable; (b) there shall have occurred a material representation by National Rural to F▇▇▇▇▇ Mac in connection with this Agreement, any breach of any covenantNote or the Pledge Agreement, or there is any other default under the Loan Documentsmaterial information reported pursuant to Article V, and such breach shall prove to be incorrect or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borroweruntrue in any material respect when made or deemed made; (c) a failure by National Rural to comply with any representation other material covenant or warranty made by Borrower herein provision contained in this Agreement or in any Loan Document shall prove to have been inaccurate in any material respect when madeof the other Note Documents; (d) there shall have occurred the entry of a decree or order by a court having jurisdiction in the premises adjudging National Rural a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of National Rural under the Federal Bankruptcy Act or any event other applicable Federal or State law or law of default the District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator (after giving effect to or other similar official) of National Rural or of any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligationssubstantial part of its property, or ordering the winding up or liquidation of its affairs, and same has caused the continuance of any such debt obligation to be accelerated;decree or order unstayed and in effect for a period of 60 consecutive days; or (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit commencement by National Rural of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) proceedings to be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or an answer or consent seeking reorganization or an arrangement with creditorsrelief under the Federal Bankruptcy Act or any other applicable Federal or State law or law of the District of Columbia, or seeking the consent by it to take advantage the filing of any other law (whether federal such petition or state) relating to the relief appointment of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee liquidator, assignee, trustee, sequestrator (or liquidator for all similar official) of National Rural or a of any substantial part of its assetsproperty, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by National Rural in furtherance of any such action.

Events of Default. The occurrence of any one or more of the following events shall constitute constitutes an “Event of Default”, whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: (a1) The Borrower fails to make any Loan payment within thirty (30) days after the failure of Borrower payment is scheduled to pay any part of be made according to the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwiserepayment schedule; (b2) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any Any representation or warranty made by the Borrower herein or in any Loan Document shall prove to have been inaccurate hereunder was untrue in any material respect when as of the date it was made; (d3) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived The Borrower becomes insolvent or admits in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation an inability to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply pay its debts as they mature or applies for, or consent consents to, or acquiesces in the appointment of a receiver, trustee or liquidator receiver for all the Borrower or a substantial part of its assetsproperty; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcythe absence of such application, consent, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petitionacquiescence, a receiver, trustee or liquidator receiver is appointed for all the Borrower or a substantial part of its assets.property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or moratorium or any dissolution or liquidation proceeding is instituted by or against the Borrower and, if instituted against the Borrower, is consented to or acquiesced in by the Borrower or is not dismissed within twenty (20) days; (4) As a result of any changes in the United States Constitution or the Oregon Constitution or as a result of any legislative, judicial, or administrative action, any part of this Loan Agreement becomes void, unenforceable or impossible to perform in accordance with the intent and purposes of the parties hereto or is declared unlawful; (5) The Borrower defaults in the performance or observance of any covenants or agreements contained in any loan documents between itself and any lender or lenders, and the default remains uncured upon the expiration of any cure period provided by said loan documents; or (6) The Borrower fails to cure non-compliance in any material respect with any other covenant, condition, or agreement of the Borrower hereunder, other than as set forth in

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event event of Default”: (a) default: Failure of the failure of Borrower BORROWER to pay any part of three (3) consecutive monthly amortizations; Misrepresentation or fraud, committed by the principal ofBORROWER in securing the loan; Any representation, or interest onstatement, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein the BORROWER in this Agreement, the Application Form, the Affidavit of Warranties, the mortgage document or in any Loan Document document executed by the BORROWER in connection with the loan shall prove to have been inaccurate be untrue or incorrect in any material respect when made; respect; The mortgaged property, as security, has become subordinated to the claim of any person or entity, whether public or private; The BORROWER violates the policies, rules regulations and guidelines of NHMFC pertaining to its Housing Loan Receivables Purchase Program (d) there HLRPP); The mortgage shall have occurred for any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation cause cease to be accelerated; (e) any judgment in full force and effect; or is/otherwise impaired or the required collateral value has been reduced; The BORROWER shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forbecome insolvent or unable to pay his debts as they mature, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any insolvency, moratorium or other law (whether federal or state) relating to laws for the relief of debtors, whether filed voluntarily or admit (by answer, by default involuntarily or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree judgment or order is entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, for the appointment of a receiver, trustee trust, or liquidator for the like to take charge of all or substantially all of the assets of the BORROWER; There shall have occurred a substantial part material change in the financial conditions of the BORROWER which, in the reasonable opinion of the ORIGINATING INSTITUTION, NHMFC, or their assignee, the BORROWER will be unable to perform his obligation under this Agreement; The BORROWER subdivides, leases, sells, transfers, assigns or otherwise disposes of the mortgaged property without the prior written consent of the ORIGINATING INSTITUTION or its assetsassignee/transferee, or commit any act which may impair directly or indirectly the value of the mortgaged property. Whenever the borrower fails to pay the full monthly amortization and/or other loan obligations when due, for three (3) consecutive months, there shall be an automatic permanent increase in the interest rate by 2%, applied on the principal portion of the arrears.

Events of Default. The occurrence of If any one or more of the following events shall constitute an “Event of Default”occur and be continuing: (a) the failure of The Borrower shall fail to pay any part principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when due in accordance with the principal ofterms hereof, or to pay any interest onon any Loan, or any other amount payable hereunder, within 5 Business Days after any such amount becomes due in accordance with the Note when due, whether at maturity, by acceleration or otherwiseterms hereof; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any Any representation or warranty made by Borrower herein to the Administrative Agent or any Lender in connection with the execution and delivery of this Agreement or any other Loan Document shall prove or the making of Loans hereunder proves to have been inaccurate incorrect in any material respect when made; (dc) there The Borrower shall default in the performance of (i) any agreement contained in Section 6.5, 6.8 or 6.11 of this Agreement or (ii) any other term, covenant, or provision contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) and (b) of this Section) and, in the case of any default under this clause (ii), such default shall continue unremedied for 30 days after the Administrative Agent shall have occurred any event of default (after giving effect given notice thereof to any permitted cure periods) which has not been waived in writing under any agreements evidencing the Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (ed) any judgment The Borrower or SCE shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (b) admit in writing its inability, or be obtained against Borrower; or generally unable, to pay its debts as such debts become due, (f) Borrower shall: (ic) make a general assignment for the benefit of its creditors, (d) commence a creditor; voluntary case under the federal bankruptcy laws (ii) apply foras now or hereafter in effect), or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (ive) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, winding-up, or admit composition or readjustment of debts, (by answerf) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it the Borrower or SCE in an involuntary case under such federal laws, or (g) take any corporate action for the purpose of affecting any of the foregoing; (e) A case or other proceeding shall be commenced (including commencement of such case or proceeding by way of service of process on the Borrower or SCE), in any bankruptcycourt of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts of the Borrower or SCE, (b) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or SCE or of all or any substantial part of the assets of the Borrower or SCE or (c) similar relief in respect of the Borrower or SCE under any law relating to bankruptcy, insolvency, reorganization, winding up, or other proceeding (whether federal composition or state) relating to relief readjustment of debtors; debts, or (v) suffer a warrant of attachment, execution, or permit to similar process shall be issued against a substantial part of the property of the Borrower or SCE and such case, proceeding, warrant, or process shall continue undismissed or unstayed and in effect for sixty (60) consecutive days any a period of 45 days, or an order, judgment, or decree approving or order ordering any of the foregoing shall be entered in an involuntary case under such federal bankruptcy laws; (f) A trustee shall be appointed to administer any Plan under Section 4042 of ERISA, or the PBGC shall institute proceedings to terminate, or to have a trustee appointed to administer any Plan and such proceedings shall continue undismissed or unstayed and in effect for a period of 30 days, and any such event shall result in any liability which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries; (g) The Borrower or SCE shall (i) default in any payment of principal or interest on any Indebtedness in an aggregate amount in excess of $75,000,000 or in the payment of any guarantee thereof beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness or guarantee thereof was created; or (ii) default beyond any applicable grace period in the observance or performance of any other agreement or condition relating to any such Indebtedness or guarantee thereof 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 of such Indebtedness to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; provided, however, that if such default shall be cured by the Borrower or SCE or waived by the holders of such Indebtedness and any acceleration of maturity having resulted from such default shall be rescinded or annulled, in each case in accordance with the terms of such agreement or instrument, without any modification of the terms of such Indebtedness requiring the Borrower or SCE to furnish additional or other security therefor reducing the average life to maturity thereof or increasing the principal amount thereof, or any agreement by the Borrower or SCE to furnish additional or other security therefor or to issue in lieu thereof Indebtedness secured by additional or other collateral or with a shorter average life to maturity or in a greater principal amount, then any default hereunder by reason thereof shall be deemed likewise to have been thereupon cured or waived unless payment of the Loans hereunder has been accelerated prior to such cure or waiver; (h) There shall have been entered by a court of competent jurisdiction within the United States and shall not have been vacated, discharged or stayed within sixty (60) days from the entry thereof (or such longer period as may be provided by law) one or more final judgments or final decrees for payment of money against the Borrower or SCE involving in the aggregate a liability (to the extent not paid or covered by insurance) in excess of $75,000,000; or (i) A Change of Control shall occur; then, and in any such event, (A) if such event is an Event of Default specified in paragraph (d) or (e) of this Section with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all obligations in respect of LC Exposure, whether or not such obligations are contingent or unmatured and 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 following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all obligations in respect of LC Exposure, whether or not such obligations are contingent or unmatured and 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 approves presentment for honor for the full amount thereof shall not have occurred at the time of an involuntary petition seeking reorganization or appoints, acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a petitioncash collateral account opened by the Administrative Agent an amount equal to 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 payment of drafts drawn under such Letters of Credit, a receiverand the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, trustee 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 liquidator for been fully drawn upon, all obligations in respect of the LC Exposure 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 a substantial part 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 its assetsany kind are hereby expressly waived.

Events of Default. The occurrence of any Any one or more of the following events shall constitute an “"Event of Default”" hereunder: (ai) A failure by the failure of Borrower to pay deliver any part of Loaned Securities on the principal of, date specified for such delivery in accordance with subparagraph 9(a) or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, hereof or there is any other default under by the Loan Documents, and such breach Borrower in the due performance or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;observance of any covenant or agreement contained herein; or (cii) any Any representation or warranty made by the Borrower herein or in connection herewith or with any Loan Document borrowing hereunder shall be breached or prove to have been inaccurate in any material respect untrue when made;; or (diii) there shall have occurred A violation by the Borrower, in connection with any event Loaned Securities or the holding or disposition thereof by the Borrower, of default any applicable law, regulation or rule of the United States, any state or any instrumentality of either thereof, the NYSE or any other national securities exchange to the requirements of which the Borrower may be subject, or the Board of Governors of the Federal Reserve System or the National Association of Securities Dealers, Inc.; or (after giving effect to iv) A violation by the Borrower of any permitted cure periods) which has not been waived in writing rule limiting its aggregate indebtedness or requiring a minimum net capital imposed under the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder or imposed by any stock exchange, or the imposition, under any agreements evidencing Borrower's other debt obligationssuch rule, and same has caused such debt obligation to be accelerated; (e) of a prohibition against expansion, or a requirement of any judgment shall be obtained against reduction, of the business of the Borrower; or (fv) The occurrence of any event of which the Borrower shall: is required to notify the Trustee pursuant to clause (i), (iii), (vi), or (vii) of subparagraph 8(b) hereof; or (vi) The Borrower or any bank which has issued a Letter of Credit held as Collateral shall (1) apply for or consent to the appointment of or the taking of possession by a trustee, receiver, custodian, liquidator, conservator or the like of itself or of all or any substantial part of its property, (2) admit in writing its inability, or be generally unable, to pay its debts as such debts become due or voluntarily suspend payment of its obligations, (3) make a general assignment for the benefit of its creditors, (4) commence a creditor; voluntary case under the Federal Bankruptcy Code (iias now or hereafter in effect) apply foror, or consent toin the case of any such bank, under the appointment of a receiveranalogous law pertaining to it, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv5) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, winding-up, or admit composition or adjustment of debts, (by answer6) fail to controvert in a timely or appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it in an involuntary case under such Bankruptcy Code or analogous law, or (7) take any bankruptcycorporate action for the purpose of effecting any of the foregoing; or (vii) A proceeding or case shall be commenced, without the application or consent of the Borrower or any bank which has issued a Letter of Credit held as Collateral, as the case may be, before any court, agency or supervisory authority having jurisdiction in the premises, seeking (1) the liquidation, reorganization, dissolution, winding-up, marshaling of assets or composition or adjustment of debts of the Borrower or such bank, (2) the appointment of a trustee, receiver, custodian, liquidator, conservator or the like of the Borrower or such bank or of all or any substantial part of its assets or (3) similar relief in respect of the Borrower or such bank under any law relating to bankruptcy, insolvency, reorganization, winding-up or other composition and adjustment of debts, and such proceeding (whether federal or state) relating to relief case shall continue undismissed, or an order, judgment or decree approving or ordering any of debtors; or (v) suffer or permit to the foregoing shall be entered and continue unstayed and in effect effect, for sixty (60) consecutive days a period of 30 days; or any judgment, decree action shall be taken by any agency or order entered by a court of competent supervisory authority having jurisdiction which approves results in the occurrence of any of the events specified in clauses (1) through (3) above; or any order for relief against the Borrower or any such bank shall be entered in an involuntary petition seeking reorganization proceeding or appointscase under such Bankruptcy Code or, pursuant in the case of any such bank, under the analogous law pertaining to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsit.

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”:): (a) the failure of a. Borrower fails to pay any part of the principal of, or interest on, the amount required by this Note when due, whether at maturity, by acceleration or otherwisedue and payable; (b) there shall have occurred any breach of any covenant, or there is b. Borrower breaches any other default under the Loan Documents, obligation hereunder and such breach or default shall continue obligation continues for more than fifteen a period of thirty (1530) days after Lender has provided Holder gives notice thereof of such breach to Borrower; c. Borrower commences (cby petition, application, or otherwise) a voluntary case or other proceeding under the laws of any representation jurisdiction seeking liquidation, reorganization, or warranty made other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect, or seeking the appointment of a trustee, self-trusteeship, receiver, custodian, or other similar official of it or any substantial part of its property, or consents (by Borrower herein answer or in any Loan Document shall prove failure to have been inaccurate in any material respect when made; (danswer or otherwise) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived such relief or to the appointment of or taking possession by any such official in writing under any agreements evidencing Borrower's an involuntary case or other debt obligationsproceeding commenced against it, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general or makes an assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking generally does not pay its debts as they become due, or admits in writing its inability to take advantage pay its debts as they become due, or takes any action to authorize any of the foregoing; or d. An involuntary case or other proceeding is commenced under the laws of any other law (whether federal or state) relating to the relief of debtorsjurisdiction against Borrower seeking liquidation, reorganization, or admit (by answer, by default other relief with respect to it or otherwise) the material allegations of a petition filed against it in its debts under any bankruptcy, reorganization, insolvency, or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding (whether federal or state) relating to relief remains undismissed and unstayed for a period of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgmentor more, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appointstrustee, pursuant to such a petition, a receiver, trustee custodian, or liquidator for all or a substantial part of its assetsother similar official is appointed in such involuntary case.

Events of Default. The occurrence of any one or more Each of the following events shall constitute an “Event of Default”” hereunder: (a) the failure of The Borrower shall fail to pay any part of principal, interest or other amount payable hereunder on the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwiseapplicable due date and such failure continues for five (5) days; (b) there The Borrower shall have occurred any breach of any covenant(1) voluntarily terminate operations or apply for or consent to the appointment of, or there is any other default under the Loan Documentstaking of possession by, and such breach a receiver, custodian, trustee or default shall continue for more than fifteen liquidator of the Borrower or of all or a substantial part of the assets of the Borrower, (152) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsits inability, and same has caused such debt obligation to be accelerated; pay debts as the debts become due, (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i3) make a general assignment for the benefit of its creditors, (4) commence a creditor; voluntary case under the Federal Bankruptcy Code (ii) apply foras now or hereafter in effect), or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv5) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, winding-up, or admit composition or adjustment of debts, (by answer6) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or applicable state bankruptcy laws or (7) take any bankruptcycorporate action for the purpose of effecting any of the foregoing; (c) Without the Borrower’s application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of the Borrower the liquidation, reorganization, insolvencydissolution, winding-up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like relief in respect of the Borrower or all or any substantial part of the assets of the Borrower, or other proceeding (whether federal or state) like relief in respect of the Borrower under any law relating to relief bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debtorsdebts; and, if the proceeding is being contested in good faith by the Borrower, the same shall continue undismissed, or (v) suffer or permit to continue unstayed and in effect for sixty any period of ninety (6090) consecutive days days, or an order for relief against the Borrower shall be entered in any judgmentcase under the Federal Bankruptcy Code or applicable bankruptcy laws; (d) The Borrower shall violate, decree or order entered be in default under, any material agreement, instrument or other document relating to any indebtedness for money borrowed, and such default persists beyond any applicable cure period; (e) The Borrower’s representations and warranties contained in the Note Purchase Agreement shall prove to have not been true in any material respect when made; or (f) The Borrower shall be in material breach of any of covenant or agreement contained in the Note Purchase Agreement. If any Event of Default shall occur, then, (i) at any time thereafter while such Event of Default is continuing, the Lender by a court written notice to the Borrower (the “Default Notice”) may declare the entire unpaid principal amount of competent jurisdiction which approves an involuntary petition seeking reorganization or appointsthis Note, pursuant together with all accrued and unpaid interest thereon, to such a petition, a receiver, trustee or liquidator for all or a substantial part be due and payable immediately and (ii) the rate of its assetsinterest accruing on the Balance shall increase to twenty-four percent (24.0%).

Events of Default. The occurrence of any Any one or more of the following events shall constitute an “Event of Default”” hereof: (ai) Except as otherwise specifically provided for in this Section 7, if either Party shall fail to observe or perform any other term, covenant or condition of this Agreement and such failure is not cured by such defaulting Party within thirty (30) days after notice thereof from the non-defaulting Party, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to be an Event of Default if the defaulting Party proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such notice shall be in lieu of Borrower and not in addition to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisenotice required under applicable law; (bii) there shall have occurred any breach Any Party shall: (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;insolvency act, (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i3) make a general an assignment for the benefit of a creditor; its creditors, (ii4) apply for, or consent to, to the appointment of a receiver, trustee receiver of itself or liquidator for all of the whole or a any substantial part of its assets; property, or (iii5) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; (iii) Any Party shall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an arrangement with creditorsorder or decree appointing, without the consent of the other Party, a receiver of the defaulting Party or of the whole or substantially all of its property, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of approving a petition filed against it in seeking reorganization or arrangement of such defaulting Party under the Federal bankruptcy laws or any bankruptcyother applicable law or statute of the United States of America or any state thereof, reorganizationand such judgment, insolvency, order or other proceeding (whether federal decree shall not be vacated or state) relating to relief of debtors; set aside or (v) suffer or permit to continue unstayed and in effect for stayed within sixty (60) consecutive days from the date of the entry thereof; (iv) Any Party shall be liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution, or shall, in any judgmentmanner, decree permit the sale or order entered by a court divestiture of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for substantially all or a substantial part of its assets; (v) Any Transfer occurs without the other Party’s consent in accordance with the provisions of this Agreement; and (vi) Any of the representations or warranties made by either Party hereunder otherwise proves to be untrue when made in any material respect which materially and adversely affects the other Party hereto.

Events of Default. The occurrence of any If one or more of the following events shall constitute (each an “Event of Default”) shall occur and be continuing: (a) The Borrower shall default in the failure payment of any principal of any Loan or any interest on any Loan or any other amount payable by the Borrower to pay any part hereunder and such default is not remedied within two (2) Business Days as from such amount became payable (for purposes of the principal ofclarity, or if such default is remedied within such period, no Post Default interest on, the Note when due, whether at maturity, by acceleration or otherwise;shall apply); or (b) there shall have occurred any breach of any covenantAny representation, warranty or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty certification made by Borrower herein or in any Loan Document of the Credit Documents, (or in any modification or supplement hereto) by the Borrower shall prove to have been inaccurate false or misleading as of the time made or furnished in any material respect when made;respect; or (c) The Borrower shall default in the performance of any of its other obligations under this Agreement, the Fee Letter, the Promissory Notes or the Assignment Agreements and such default shall continue unremedied for a period of five (5) Business Days after notice thereof to the Borrower by the Lender; or (d) there The Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to, and same has caused or be generally unable to, pay its debts as such debt obligation to be accelerated;debts become due; or (e) any judgment The Borrower shall be obtained against Borrower; or (f) Borrower shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file commence a voluntary petition in bankruptcy, case under Argentine Law No 24,522 or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or admit composition or readjustment of its debts, (by answeriv) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it under any law relating to bankruptcy or insolvency, (v) take any corporate action for the purpose of effecting any of the foregoing, or (vi) all or a substantial portion of the assets of the Borrower are attached or expropriated by any governmental agency, provided that such attachment or similar process shall have not been discharged within a 45 (forty five) court-day period after the date on which the attachment was notified; or (f) A proceeding or case shall be commenced, without the application or consent of the Borrower in any court of competent jurisdiction, seeking (i) its reorganization, liquidation, dissolution, arrangement or winding up, or the composition or readjustment of its debts, (ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of the Borrower or of all or any substantial part of its property or assets, or (iii) similar relief in respect of the Borrower under Argentine Law No. 24,522 or any other law relating to bankruptcy, insolvency, reorganization, insolvencywinding-up, or other composition or adjustment of debts, including the celebration of a acuerdo preventivo extrajudicial, and such proceeding or case shall continue undismissed, or any order, judgment or decree approving or ordering any of the foregoing shall be entered and continue undismissed and in effect, for a period of forty five (whether federal 45) or statemore court days since duly notified; or (g) relating Any event shall occur that has a material adverse effect on (i) the property, business, operations, financial condition, liabilities or capitalization of the Borrower, (ii) the ability of the Borrower to relief perform any of debtors; its obligations under this Agreement, the Assignment Agreements or the Promissory Notes, (iii) the validity or enforceability of this Agreement, (iv) the rights or remedies of the Lender under this Agreement, the Assignment Agreements or the Promissory Notes, or (v) suffer the timely payment of the principal of or interest on the Loans, or (h) The Borrower shall default in the payment when due of any principal of or interest on (i) any of its Indebtedness with the Lender or any of its affiliates; or (ii) any of its Indebtedness with any other Person in excess of US$ 5,000,000 (five million United States Dollars) in the aggregate and such default is not remedied by the Borrower or waived by the relevant creditor or lender within ten (10) Business Days from such default; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or lapse of time or both) to permit to continue unstayed and in effect for sixty the holder or holders of such Indebtedness (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity, always taking into account any grace period that may benefit the Borrower; or (i) The Borrower ceases or threatens to cease to carry on its business, or sells, transfers or otherwise disposes of (in any one transaction or a series of related transactions) all or a any substantial part of its assetsAssets; or (j) Any authorization, approval, consent, license, exemption, filing, registration or other requirement necessary to enable the Borrower to comply with its obligations hereunder is modified, revoked or withheld or does not remain in full force and effect and such event has, in the opinion of the Bank, a material adverse effect on the ability of the Borrower to perform its obligations hereunder; or (k) The members of Grupo Navilli cease, individually or collectively, to (i) hold directly or indirectly at least 50% of the capital stock and votes of the Borrower or to exercise such votes, (ii) elect the majority of the members of the Board of Directors of the Borrower, or (iii) direct or cause the direction of the management or policies of the Borrower, or (1) The Lender shall cease to have a first priority perfected security interest in the Collateral assigned under all of the Assignment Agreements; or (m) This Agreement, any of the Promissory Notes, or any of the Assignment Agreements shall cease to be in full force and effect, or shall cease to be enforceable by the Lender in accordance with their terms, or the Borrower shall assert any of the foregoing; then, in any such event, the Lender may. by written notice to the Borrower, declare the principal amount then outstanding of, and accrued interest on, the Loans and all other amounts payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without any further presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of any of the events specified in paragraphs (e) or (f) of this Section 10, such written notice from the Lender shall not be required and all amounts payable by the Borrower shall be forthwith due and payable, withour any notice, presentment, demand, protest or other formalities of any kind. In the case an Event of Default has occurred, the Borrower shall be liable for all reasonable and documented expenses and charges that the Borrower may have caused the Lender to incur.

Events of Default. The occurrence of If any one or more of the following events shall constitute an “Event (herein called "Events of Default”") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any governmental authority), that is to say: (a) if default shall be made in the failure of Borrower to pay any part due and punctual payment of the principal of, or interest onof the Term Loan, when and as the Note when due, whether same shall be due and payable at maturity, by acceleration or otherwise;; or (b) there if a default shall have occurred any breach of be made in the performance or observance of, or shall occur under, any covenant, agreement or there is any provision contained in this Agreement (other default under the Loan Documents, than as described in clause (a) above) and such breach or default shall continue for 30 or more than fifteen (15) days after Lender has provided the earlier of receipt of notice thereof to Borrower;of such default by the Borrower from the Lender; or (c) if any representation representation, warranty or warranty made by Borrower herein other statement of fact contained in this Agreement or in any Loan Document writing, certificate, report or statement at any time furnished to the Lender by or on behalf of the Borrower shall prove to have been inaccurate be false or misleading in any material respect when made;given; or (d) there if the Borrower shall have occurred any event of default (after giving effect be unable to any permitted cure periods) which has not been waived pay its debts generally as they become due, admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any insolvency statute, make an assignment for the benefit of its creditors, commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property, or file a petition or answer seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated;applicable law or statute; or (e) if a court of competent jurisdiction shall enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Borrower or of the whole or any substantial part of its properties and such order, judgment or decree continues unstayed and in effect for a period of sixty (60) days, or approve a petition filed against the Borrower seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which petition is not dismissed within sixty (60) days; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall be obtained assume custody or control of the Borrower or of the whole or any substantial part of its properties, which control is not relinquished within sixty (60) days; or if there is commenced against Borrowerthe Borrower any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state which proceeding or petition remains undismissed for a period of sixty (60) days; or if the Borrower takes any action to indicate its consent to or approval of any such proceeding or petition; or (f) Borrower shall: if (i) make a general assignment for one or more judgments or orders where the benefit amount not covered by insurance (or the amount as to which the insurer denies liability) is in an aggregate amount in excess of a creditor; $1,000,000 is rendered against the Borrower, or (ii) apply forthere is any attachment, injunction or execution against the Borrower's properties for any amount in excess of $1,000,000 in the aggregate; and such judgment, attachment, injunction or execution remains unpaid, unstayed, undischarged, unbonded or undismissed for a period of thirty (30) days; or (g) if any "person" or "group" (each as used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934), either (A) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act or 1934), directly or indirectly, of voting stock of the Borrower (or securities convertible into or exchangeable for such voting stock) representing 50% or more of the combined voting power of all voting stock of the Borrower (on a fully diluted basis), or consent to(B) otherwise has the ability, directly or indirectly, to elect a majority of the board of directors of the Borrower; then, and in any such event and at any time thereafter, if such Event of Default or any other Event of Default shall have not been waived, (x) the Lender, at its option, declare by notice to the Borrower the Term Loan to be immediately due and payable, and the same, including all interest accrued thereon and all other obligations of the Borrower to the Lender, shall forthwith become immediately due and payable without presentment, demand, protest, notice or other formality of any kind, all of which are hereby expressly waived, anything contained herein or in any instrument evidencing the Term Loan to the contrary notwithstanding; provided, however, that notwithstanding the above, if there shall occur an Event of Default under clause (d) or (e) above, then the Term Loan shall be immediately due and payable without the necessity of any action by the Lender; and (y) The Lender shall have all of the rights and remedies available under this Agreement, the appointment of a receiver, trustee Term Note or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of under any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsapplicable law.

Events of Default. The occurrence of any one or more of the following events shall constitute an be deemed to be a default hereunder (“Event Events of Default”:): (a) the failure of Borrower Borrowers shall fail to pay any part of on the principal of, Maturity Date the Principal Amount or interest on, the Note when due, whether at maturity, by acceleration or otherwiseinterest; (b) there the Borrowers shall have occurred fail to observe or perform any breach of any covenant, its obligations under this Promissory Note or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to BorrowerSecurity Agreement; (c) any representation event or warranty made by Borrower herein condition shall occur which results in the acceleration of the maturity of any obligation of the Borrowers or enables (or, with the giving of notice or lapse of time or both, would enable) a creditor of the Borrowers to accelerate the maturity thereof or, under circumstances in any Loan Document shall prove the nature of a default, to have been inaccurate in any material respect when maderequire the prepayment or repurchase thereof prior to the maturity thereof; (d) there the Borrowers shall have occurred commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any event bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of default (after giving effect a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any permitted cure periods) which has not been waived such relief or to the appointment of or taking possession by any such official in writing under any agreements evidencing Borrower's an involuntary case or other debt obligationsproceeding commenced against it, and same has caused such debt obligation to be accelerated; (e) any judgment or shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent toshall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (e) an involuntary case or other proceeding shall be commenced against the Borrowers 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, trustee liquidator, custodian or liquidator for all other similar official of it or a any substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyproperty, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of twenty (whether federal or state20) relating to relief of debtorsdays; or an order for relief shall be entered against the Borrowers under the federal bankruptcy laws as now or hereafter in effect; or (vf) suffer one or permit to more judgments or orders for the payment of money in an aggregate amount in excess of $100,000.00 shall be rendered against the Borrowers and shall continue unsatisfied and unstayed and in effect for sixty (60) consecutive days a period of 5 days, or any judgment, decree or order entered action shall be legally taken by a court judgment creditor to levy upon assets or properties of competent jurisdiction which approves the Borrowers to enforce any such judgment. Upon an involuntary petition seeking reorganization Event of Default, the Lender may, at the Lender’s option, (i) without notice or appointsdemand of any kind to Borrowers or any other person, pursuant declare the entire Principal Amount and all accrued and unpaid interest hereunder immediately due and payable, (ii) exercise any and all rights, power and remedies available to such a petitionit under the Security Agreement, a receiverand (ii) exercise any and all rights, trustee power and remedies available to it at law or liquidator for all or a substantial part of its assetsin equity.

Events of Default. The occurrence of any one or more of the following events shall constitute will be an “Event of Default”” for all purposes of this Promissory Note: (a) the failure of Borrower fails to pay the Principal and any part of accrued and unpaid interest thereon on the principal ofMaturity Date, or interest on, the Note when due, whether at maturity, by acceleration or otherwiseand such failure shall continue for more than ten (10) business days following notice thereof delivered in accordance with this Promissory Note; (b) there a case or proceeding shall have occurred been commenced against the Borrower by any breach person other than the Lender, any Affiliate thereof, or any representative of the foregoing, in a court having competent jurisdiction or seeking a decree or order in respect of the Borrower (i) under any applicable United States federal or state bankruptcy or other similar law or (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of the Borrower or of any covenant, or there is any other default under the Loan Documentssubstantial part of his properties, and such breach case or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or proceeding described in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: clause (i) make a general assignment for the benefit of a creditor; or (ii) apply for, shall remain undismissed or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, or such court shall enter a decree or order entered granting the relief sought in such case or proceeding; (c) the Borrower shall (i) file a petition seeking relief under any applicable United States federal or state bankruptcy or other similar law, (ii) consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appointscustodian, pursuant to such a petitionreceiver, a receiverliquidator, assignee, trustee or liquidator for all sequestrator (or a similar official) of the Borrower, or of any substantial part of its assetshis properties, (iii) fail generally to pay his debts as such debts become due, or (iv) take any action in furtherance of any such action; or If an Event of Default has occurred and is continuing, the Lender may, by notice to the Borrower, declare the Principal, any accrued and unpaid interest thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon this Promissory Note, all such Principal, interest and all such amounts will 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 the Borrower, and the Lender may exercise any rights or remedies available to it under the terms of this Promissory Note and applicable law, including without limitation the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”) and at common law; provided, however, that upon the occurrence of an Event of Default under paragraphs (b) or (c) above, the unpaid Principal, any accrued and unpaid interest thereon and all other amounts payable hereunder will automatically become due and payable, without any notice or declaration of any kind by the Lender.

Events of Default. The Upon the occurrence or during the continuance of any one or more of the following events shall constitute an “Event hereinafter enumerated, Creditor may forthwith or at any time thereafter during the continuance of Default”any such event, by notice in writing to Debtor, declare the unpaid balance of the principal and interest on the Note to be immediately due and payable, without presentation, demand, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Debtor, such events being as follows: (a) Default in the failure of Borrower to pay any part payment of the principal of, or and interest on, of the Note or any portion thereof when duethe same shall become due and payable, whether at maturitymaturity as herein expressed, by acceleration acceleration, or otherwise, unless cured within ten days after notice thereof by Creditor of the Note to Debtor; (b) there Debtor shall have occurred any breach of any covenantfile a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or there is any other default under shall file an answer admitting the Loan Documents, jurisdiction of the court and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event allegations of default (after giving effect an involuntary petition filed pursuant to any permitted cure periods) which has not been waived in writing under act of Congress relating to bankruptcy or to any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation act purporting to be accelerated; (e) any judgment amendatory thereof, or shall be obtained against Borrower; or (f) Borrower shall: (i) adjudicated bankrupt, or shall make a general an assignment for the benefit of a creditor; (ii) apply forcreditors, or shall apply for or consent to, to the appointment of a receiverany receiver or trustee for Debtor, trustee or liquidator for of all or a any substantial portion of its property, or Debtor shall make an assignment to an agent authorized to liquidate any substantial part of its assets; or (iiic) An order shall be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking entered pursuant to take advantage any act of any other law (whether federal or state) Congress relating to the relief of debtors, bankruptcy or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in to any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating act purporting to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves be amendatory thereof approving an involuntary petition seeking reorganization of Debtor, or appointsan order of any court shall be entered appointing any receiver or trustee of or for Debtor, pursuant to such a petition, a receiver, or any receiver or trustee or liquidator for of all or any substantial portion of the property of Debtor, or a writ or warrant of attachment or any similar process shall be issued by any court against all or any substantial part portion of the property of Debtor, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or bonded within 60 days after its assetsentry or levy.

Events of Default. The occurrence of any Each one or more of the following events shall constitute is referred to as an “Event of Default”: (a) the failure Tenant shall fail to make due and punctual payment of Borrower to pay any part of the principal of, Rent or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any an other default under the Loan Documentsamounts payable hereunder, and such breach or default failure shall continue for more than fifteen (15) days after Lender has provided receipt of written notice thereof to Borrowerfrom Landlord. (b) Tenant shall remove leasehold improvements or fixtures constituting property of Landlord; (c) This Lease shall be transferred to or shall pass to or devolve upon any representation other person or warranty made by Borrower herein or party except in any Loan Document shall prove to have been inaccurate the manner set forth in any material respect when madeSection 13; (d) there This Lease or the Premises or any part thereof shall have occurred any event be taken upon execution or by other process of default (after giving effect law directed against Tenant, or shall be taken upon or subject to any permitted cure periods) which has not been waived in writing under attachment at the instance of any agreements evidencing Borrower's other debt obligationscreditor of, or claimant against Tenant, and same has caused such debt obligation to said attachment shall not be accelerateddischarged or disposed of within thirty (30) days after the levy; (e) The filing of any judgment shall be obtained against Borrowerpetition or the commencement of any case or proceeding by the Tenant under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code or any other federal or state law relating to insolvency, bankruptcy or reorganization; oror the adjudication that the Tenant is insolvent or bankrupt, or the entry of an order for relief under the Federal Bankruptcy Code with respect to Tenant; (f) Borrower shall: (i) make a general assignment for the benefit The filing of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a any petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage the commencement of any other law case or proceeding described in Subsection (whether federal or statee) relating to above against the relief of debtorsTenant, or admit (by answer, by default or otherwise) unless the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for all proceedings initiated thereby are dismissed within sixty (60) consecutive days from the date of the filing; the filing of an answer by Tenant admitting the allegations of any judgment, decree such petition; or order entered the appointment of or taking possession by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receivercustodian, trustee or liquidator receiver for all or any assets of the Tenant, unless such appointment is vacated or dismissed within sixty (60) days from the date of such appointment or taking of such possession. (g) Tenant shall fail to perform any of the other agreements, terms, covenants or conditions of this Lease on Tenant’s part to be performed, and such non-performance shall continue for a substantial part period of its assetsthirty (30) days after written notice by Landlord to Tenant, or if such performance cannot be reasonably had within such thirty (30) day period, Tenant shall not in good faith have commenced such performance within such thirty (30) day period and shall not thereafter diligently proceed to completion.

Events of Default. The occurrence of any one or more of the following events shall constitute events of default (each an “Event of Default”:): (ai) the failure The filing of Borrower to pay a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any part bankruptcy law by any of the principal of, Remington Parties or interest on, the Note when due, whether at maturity, by acceleration or otherwiseREIT Parties; (bii) there shall have occurred The consent to any breach of any covenantinvoluntary petition in bankruptcy or the failure to vacate, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen within ninety (1590) days after Lender has provided notice thereof to Borrowerfrom the date of entry thereof, any order approving an involuntary petition by any of the Remington Parties or the REIT Parties; (ciii) The entering of an order, judgment or decree by any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event court of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligationscompetent jurisdiction, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for on the benefit application of a creditor; (ii) apply for, adjudicating any of the Remington Parties or the REIT Parties as bankrupt or insolvent, or consent to, the appointment of approving a petition seeking reorganization or appointing a receiver, trustee trustee, or liquidator for of all or a substantial part of its such party’s assets; (iii) be adjudicated a bankrupt , and such order, judgment or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue decree continues unstayed and in effect for sixty any period of ninety (6090) consecutive days any judgment, decree or order entered by more; (iv) The appointment of a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator receiver for all or any substantial portion of the property of any of the Remington Parties or the REIT Parties; (v) The failure of any of the REIT Parties to make any payment required to be made in accordance with the terms of this Agreement within thirty (30) days after receipt of written notice from the Remington Parties specifying said default with reasonable specificity as to when such payment is due and payable; or (vi) The failure of any of the Remington Parties or the REIT Parties to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such default for a substantial part period of its assetsthirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and the Remington Parties or the REIT Parties, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require the Remington Parties or the REIT Parties, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days.

Events of Default. (a) The occurrence of any one or more of the following events shall constitute be deemed an “event of default hereunder ("Event of Default”:"): (ai) the The failure of Borrower Maker to pay make any part of the principal of, or interest on, the payment on this Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, same becomes due and payable and such breach or default shall continue failure continues for more than fifteen ten (1510) days after Lender has provided notice thereof of such failure to Borrower; (c) any representation or warranty made pay is received by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against BorrowerMaker from Payee; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forMaker shall commence any case, proceeding or other action seeking reorganization, arrangement or adjustment of his debts under any bankruptcy, insolvency or reorganization law, or consent to, seek the appointment of a receiver, trustee or liquidator custodian for Maker or for all of his property; or (iii) Any case, proceeding or other action shall be commenced against Maker seeking reorganization, arrangement or adjustment of his debts under any bankruptcy, insolvency or reorganization law or seeking the appointment of a receiver, custodian or trustee for Maker or for all or a substantial part substantially all of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyhis property, or file a petition or an answer seeking reorganization or an arrangement with creditorsand such case, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, proceeding or other proceeding (whether federal or state) relating to relief action remains undismissed for a period of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days after commencement thereof. (b) Upon the occurrence of an Event of Default hereunder, Payee, at its option, may declare the entire unpaid principal balance and accrued interest on this Note to be immediately due and payable without notice of any judgmentkind to Maker and without any other presentment, decree demand, protest or order entered notice of any kind, all of which are hereby expressly waived by Maker, and may, at its option, exercise any other right or remedy existing at law or in equity. Failure to exercise any such right or remedy shall not constitute a court waiver of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant the right to such a petition, a receiver, trustee or liquidator for all or a substantial part exercise the same in the event of its assetsany subsequent default.

Events of Default. The occurrence happening of any one or more of the following events shall constitute be an “"Event of Default”" hereunder: (a) the failure of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or deemed made in or in any Loan Document connection with this Agreement by Newco shall prove to have been inaccurate false or misleading in any material respect when so made, deemed made or furnished; (b) default shall be made in the payment of any amounts due under this Agreement and such default is not cured within five (5) business days of written notice from ERP Operating Partnership of such default; (c) material default shall be made in the due observance or performance by Newco of any covenant, condition or agreement contained in (i) this Agreement and any documents or instruments entered into pursuant to this Agreement, other than a default in the payment of any amount due under this Agreement, and such material default shall not be cured within fifteen (15) business days of written notice from ERP Operating Partnership of such default; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment an involuntary proceeding shall be obtained against Borrower; or (f) Borrower shall: commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) make a general assignment for the benefit relief in respect of Newco or any Subsidiary (as hereinafter defined), or of a creditor; substantial part of the property or assets of Newco or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) apply for, or consent to, the appointment of a receiver, trustee trustee, custodian, sequestrator, conservator or liquidator similar official for all Newco or any Subsidiary or for a substantial part of its assets; the property or assets of Newco or any Subsidiary or (iii) the winding-up or liquidation of Newco or any Subsidiary; and such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be adjudicated entered; (e) Newco or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a bankrupt timely and appropriate manner, any proceeding or insolvent; the filing of any petition described in (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Newco or any Subsidiary or for a substantial part of the property or assets of Newco or any Subsidiary, (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) admitting the material allegations of a petition filed against it in any bankruptcysuch proceeding, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or permit fail generally to continue unstayed pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; (f) one or more judgments for the payment of money in an aggregate amount in excess of $250,000 shall be rendered against Newco, and in effect the same shall remain undischarged or unbonded for sixty a period of thirty (6030) consecutive days during which execution shall not be effectively stayed, or any judgment creditor shall levy upon assets or properties of Newco or any Subsidiary to enforce any such judgment, decree or order entered by ; or (g) there shall have occurred a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant Change in Control with respect to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsNewco.

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”” hereunder: (a) if the failure Borrower defaults in payment of Borrower to pay any part amount payable hereunder, and such default continues for a period of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisetwo (2) Business Days; (b) there shall have occurred if the Borrower or any breach Guarantor defaults in observing or performing any covenant or condition of any covenant, this Agreement or there is any other default under the Loan Documents, and such Facility Document on its part to be observed or performed (other than a covenant or condition whose breach or default shall continue in performance is specifically dealt with elsewhere in this Section 8.1) and, with respect to such covenants or conditions which are capable of rectification, if such default continues for more than fifteen a period of twenty (1520) days after Lender notice in writing has provided notice thereof been given to Borrowerthe Borrower by the Agent specifying such default and requiring the Borrower to rectify the same; (c) if any representation one or warranty made by Borrower herein more of the Facility Documents ceases to be in full force and effect or if any Security Document ceases to constitute a valid and perfected first priority perfected Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in any Loan Document shall prove to have been inaccurate in any material respect when madefavour of the Agent; (d) there shall have occurred any act of expropriation, nationalization or other similar event or circumstance affecting any of default the Secured Assets that (after giving effect in the reasonable opinion of the Agent) results in or could reasonably be expected to any permitted cure periods) which has not been waived result in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerateda Material Adverse Effect; (e) in connection with the Shootaring Canyon Mill Surety Bond, (i) the issuance of any notice of default deficiency, or termination, demand for payment, threat of litigation, suit, writ, judgment shall or any other form of notice claim or demand, that results in or could reasonably be obtained against Borrower; orexpected to result in a Material Adverse Effect is issued, or (ii) failure to maintain the Shootaring Canyon Mill Surety Bond in good standing or to materially comply with the Credit Parties’ obligations to the Shootaring Surety in connection therewith; (f) the institution by the Borrower shall: or any Guarantor of proceedings to be adjudicated a bankrupt or insolvent or any similar proceedings or the consent by it to the institution of bankruptcy or insolvency proceedings or any similar proceedings against it or the filing by it of a petition or answer or consent seeking liquidation, reorganization or relief under any applicable federal, provincial or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the consent by it to the filing of any such petition or to the appointment under any such law of a receiver, receiver-manager, liquidator, assignee, trustee, sequestrator or other similar official of the Borrower or any Guarantor or of all or substantially all of its property (iunless the same is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or permanently stayed within thirty (30) make days), or the making by it of a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment admission by it in writing of its inability to pay its debts generally as they become due or anything analogous in a Relevant Jurisdiction; (g) the entry of a receiver, trustee decree or liquidator for all order by a court having jurisdiction adjudging the Borrower or a substantial part of its assets; (iii) be adjudicated any Guarantor a bankrupt or insolvent; (iv) file insolvent or approving as properly filed an application or a voluntary petition seeking liquidation, reorganization, arrangement or adjustment of or in respect of the Borrower or any Guarantor under any Applicable Law relating to bankruptcy, or file a petition or an answer seeking insolvency, reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answerappointing under any such law a receiver, by default receiver-manager, liquidator, assignee, trustee, sequestrator or otherwise) other similar official of the material allegations Borrower or any Guarantor or of a petition filed against it in any bankruptcy, reorganization, insolvencyall or substantially all of its property, or other proceeding (whether federal ordering pursuant to any such law the winding-up or state) relating to relief liquidation of debtors; its affairs, and the continuance of any such decree or (v) suffer or permit to continue order unvacated and unstayed and in effect for sixty (60) a period of 30 consecutive days or anything analogous in a Relevant Jurisdiction; (h) any judgmentproceedings are commenced for the bankruptcy, decree insolvency, reorganization, winding-up, liquidation or dissolution or any similar proceedings of the Borrower or any Guarantor or any decree, order entered or approval for such bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution is issued or entered, unless the Borrower or such Guarantor in good faith actively and diligently contests such proceedings, decree, order or approval, resulting in a dismissal or stay thereof within 30 days of commencement or anything analogous in a Relevant Jurisdiction; (i) a resolution is passed for the winding-up, dissolution or liquidation of the Borrower or any Guarantor or any of the same occurs; (j) this Agreement or any other Facility Document shall for any reason, or is claimed by the Borrower or any Guarantor to, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Borrower or such Guarantor; (k) the Borrower or any Guarantor defaults on any of its Indebtedness with a principal amount greater than [***], the effect of which is to accelerate such Indebtedness, or to cause such Indebtedness to be declared to be due and payable prior to its stated maturity; (l) any representation or warranty given by the Borrower or any Guarantor in this Agreement or any other Facility Document shall prove to be incorrect or misleading in any material respect as at the date on which it was made and, if the circumstances giving rise to the incorrect or misleading misrepresentation or warranty are capable of modification or rectification (such that, thereafter the representation or warranty would be correct and not misleading), the representation or warranty remains incorrect or misleading at the end of a period of 30 days from the date the Borrower or such Guarantor becomes aware of such incorrect or misleading misrepresentation; (m) the occurrence or existence of any event or circumstance which has or could reasonably be expected to have a Material Adverse Effect (in the reasonable opinion of the Agent); (n) any destruction or abandonment of any of the Projects or any material part of any Project which destruction or abandonment causes any material reduction in the valuation thereof or material delay of its development or the achievement of commercial production, other than the relinquishment or abandonment of a part of a Project to the extent required by Applicable Law; (o) one or more final judgments or decrees for the payment of money in excess of [***], are rendered against the Credit Parties or any of them by a court of competent jurisdiction jurisdiction, and the same is not paid in full when due; (p) any Credit Party or ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of [***] which approves an involuntary petition seeking reorganization it shall have become liable to pay under Title IV of ERISA; notice of intent to terminate a Plan or appointsPlans having aggregate Unfunded Liabilities in excess of [***] shall be filed under Title IV of ERISA by any Credit Party or ERISA Affiliate, pursuant any plan administrator or any combination of the foregoing; the PBGC shall institute proceedings under Title IV of ERISA to such terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a petitiontrustee to be appointed to administer, a receiver, trustee any Plan or liquidator for all Plans having aggregate Unfunded Liabilities in excess of [***]; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded Liabilities in excess of [***] must be terminated; any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; there occurs a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which could cause one or more Credit Party or ERISA Affiliate to incur a current payment; any ERISA Event occurs with respect to any Pension Plan or any Multiemployer Plan and the then current value of the accumulated benefit obligation of such Pension Plan or Multiemployer Plan exceeds the then current value of the assets of such Pension Plan or Multiemployer Plan available for the payment of such benefit liabilities by more than [***] (or in the case of an ERISA Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount); or (i) any Authorization required under Environmental Laws which is a Material Project Document has been terminated or surrendered by any Credit Party, or (ii) any Authorization required under Environmental Laws which is a Material Project Document is either (1) terminated, voided, vacated, rejected or otherwise invalidated by any Governmental Authority or (2) to the extent that such action would have a Material Adverse Effect, is modified, limited, or partially terminated, voided, vacated, rejected or otherwise invalidated by any Governmental Authority, and any such terminating, voiding, vacating, rejecting, invalidating, modifying, or limiting in the case of either (1) or (2) is either (i) not subject to any further appeal on terms that would allow the Credit Parties to continue to operate any of the Projects or relevant part of its assetsany Project pending appeal, according to the terms of the Authorization as issued or (ii) the Credit Parties fail to preserve and pursue any such appeal.

Events of Default. The occurrence entire outstanding principal amount of, and all accrued unpaid interest on, this Note shall become forthwith due and payable, without presentment, demand, protest, or notice of any one or more kind, upon the happening of any of the following events shall constitute (each, an “Event of Default”:): (a) if default shall be made in the failure of Borrower to pay any part due and punctual payment of the principal ofon this Note or on any other indebtedness of the Company in excess of $500,000, or interest on, when and as the Note when duesame shall become due and payable, whether at maturitythe maturity of any installment thereof, by acceleration acceleration, or otherwise, or default shall be made for thirty (30) days in the payment when due of interest on this Note or on any other indebtedness of the Company; (b) there shall have occurred if the Company or any breach Subsidiary shall (1) admit in writing its inability to pay its debts generally as they become due, (2) file a petition in bankruptcy or a petition to take advantage of any covenantinsolvency act, (3) make an assignment for the benefit of its creditors, (4) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, (5) on a petition in bankruptcy filed against it, be adjudicated a bankrupt, or (6) file a petition or there is answer seeking reorganization or arrangement under the federal bankruptcy laws or any other default under applicable law or statute of the Loan Documents, and such breach United States of America or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerany state thereof; (c) if a court of competent jurisdiction shall enter an order, judgment or decree appointing, without the consent of the Company or any representation “significant subsidiary” within the meaning of Regulation S-X under the Securities Act of 1934, as amended (each a “Subsidiary”), a receiver of the Company or warranty made by Borrower herein any Subsidiary or in of the whole or any Loan Document substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Company or any Subsidiary under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall prove to have been inaccurate in any material respect when madenot be vacated or set aside or stayed within thirty (30) days from the date of entry thereof; (d) there if, under the provisions of any other law for the relief or aid of the Company, any court of competent jurisdiction shall have occurred assume custody or control of the Company or any event Subsidiary or of default the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within thirty (after giving effect to any permitted cure periods30) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused days from the date of assumption of such debt obligation to be acceleratedcustody or control; (e) any judgment shall be obtained against Borrowerif the Company enters into a merger, consolidation, liquidation, dissolution, sale of all or substantially all of its assets, or similar transaction; or (f) Borrower shall: (i) make a general assignment for if the benefit Company shall have breached or not performed any material representation, warranty or covenant in this Note, that certain Note and Warrant Purchase Agreement of a creditor; (ii) apply foreven date herewith, by and among the Company and the investors named therein, including the Holder, or consent toin any other document or instrument executed and delivered in connection therewith for thirty (30) days or more after written notice to the Company by the Holder of such breach or nonperformance. Upon the occurrence of any Event of Default, the appointment of a receiverHolder may take all actions available to it, trustee at law or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyequity, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed collect and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsotherwise enforce this Note.

Events of Default. The occurrence of (1) In case any one or more of the following events has occurred with respect to the Borrower, any and all obligations of the Borrower to the Lenders and the Agent under this Agreement shall constitute an “Event automatically become due and payable without any notice or demand by a Lender or the Agent; whereupon the Borrower shall forthwith pay the principal of Default”and interest on the Loan as well as any Break Funding Costs and all such other monies payable by the Borrower hereunder in accordance with the provisions of Article 15, whereby the Lenders’ lending obligations shall cease to exist: (a) the failure The Borrower or any of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there its Material Subsidiaries shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make a general an assignment for the benefit of a creditor; creditors, (iiiii) apply for, or seek, consent to, or acquiesce in, the appointment of a receiver, trustee custodian, trustee, examiner, liquidator or liquidator similar official for all it or a any substantial part portion of its assets; property, (iiiiv) be adjudicated institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any other law (whether federal or state) relating to the bankruptcy, insolvency or reorganization or relief of debtors, debtors or admit (by answer, by default fail to file an answer or otherwise) other pleading denying the material allegations of a petition any such proceeding filed against it in any bankruptcyit, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer take any corporate or permit partnership action to continue authorize or effect any of the foregoing actions set forth in this Sub-paragraph (a) or (vi) fail to contest in good faith any appointment or proceeding described in Sub-paragraph (b) below. (b) Without the application, approval or consent of the Borrower or any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any substantial portion of its property, or a proceeding described in Sub-paragraph (a) above shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed and in effect for a period of sixty (60) consecutive days any judgmentdays. (c) The resolution for dissolution of the Borrower is adopted, decree or the Borrower receives an order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, dissolution (except for such dissolution being made pursuant to such a petition, a receiver, trustee the merger or liquidator for all or a substantial part consolidation involving the Borrower). For the purposes of its assets.this Paragraph:

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”” hereunder: (a) if the failure Borrower defaults in payment of Borrower to pay any part amount payable hereunder, and such default continues for a period of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisetwo (2) Business Days; (b) there shall have occurred if the Borrower or any breach Guarantor defaults in observing or performing any covenant or condition of any covenant, this Agreement or there is any other default under the Loan Documents, and such Facility Document on its part to be observed or performed (other than a covenant or condition whose breach or default shall continue in performance is specifically dealt with elsewhere in this Section 8.1) and, with respect to such covenants or conditions which are capable of rectification, if such default continues for more than fifteen a period of twenty (1520) days after Lender notice in writing has provided notice thereof been given to Borrowerthe Borrower by the Agent specifying such default and requiring the Borrower to rectify the same; (c) if any representation one or warranty made by Borrower herein more of the Facility Documents ceases to be in full force and effect or if any Security Document ceases to constitute a valid and perfected first priority perfected Security Interest (subject only to Permitted Encumbrances) upon all the Secured Assets it purports to charge or encumber, in any Loan Document shall prove to have been inaccurate in any material respect when madefavour of the Agent; (d) there shall have occurred any act of expropriation, nationalization or other similar event or circumstance affecting any of default the Secured Assets that (after giving effect in the reasonable opinion of the Agent) results in or could reasonably be expected to any permitted cure periods) which has not been waived result in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerateda Material Adverse Effect; (e) in connection with the Shootaring Canyon Mill Surety Bond, (i) the issuance of any notice of default deficiency, or termination, demand for payment, threat of litigation, suit, writ, judgment shall or any other form of notice claim or demand, that results in or could reasonably be obtained against Borrower; orexpected to result in a Material Adverse Effect is issued, or (ii) failure to maintain the Shootaring Canyon Mill Surety Bond in good standing or to materially comply with the Credit Parties’ obligations to the Shootaring Surety in connection therewith; (f) the institution by the Borrower shall: or any Guarantor of proceedings to be adjudicated a bankrupt or insolvent or any similar proceedings or the consent by it to the institution of bankruptcy or insolvency proceedings or any similar proceedings against it or the filing by it of a petition or answer or consent seeking liquidation, reorganization or relief under any applicable federal, provincial or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the consent by it to the filing of any such petition or to the appointment under any such law of a receiver, receiver-manager, liquidator, assignee, trustee, sequestrator or other similar official of the Borrower or any Guarantor or of all or substantially all of its property (iunless the same is being contested actively and diligently in good faith by appropriate and timely proceedings and is dismissed, vacated or permanently stayed within thirty (30) make days), or the making by it of a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment admission by it in writing of its inability to pay its debts generally as they become due or anything analogous in a Relevant Jurisdiction; (g) the entry of a receiver, trustee decree or liquidator for all order by a court having jurisdiction adjudging the Borrower or a substantial part of its assets; (iii) be adjudicated any Guarantor a bankrupt or insolvent; (iv) file insolvent or approving as properly filed an application or a voluntary petition seeking liquidation, reorganization, arrangement or adjustment of or in respect of the Borrower or any Guarantor under any Applicable Law relating to bankruptcy, or file a petition or an answer seeking insolvency, reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answerappointing under any such law a receiver, by default receiver-manager, liquidator, assignee, trustee, sequestrator or otherwise) other similar official of the material allegations Borrower or any Guarantor or of a petition filed against it in any bankruptcy, reorganization, insolvencyall or substantially all of its property, or other proceeding (whether federal ordering pursuant to any such law the winding-up or state) relating to relief liquidation of debtors; its affairs, and the continuance of any such decree or (v) suffer or permit to continue order unvacated and unstayed and in effect for sixty (60) a period of 30 consecutive days or anything analogous in a Relevant Jurisdiction; (h) any judgmentproceedings are commenced for the bankruptcy, decree insolvency, reorganization, winding-up, liquidation or dissolution or any similar proceedings of the Borrower or any Guarantor or any decree, order entered or approval for such bankruptcy, insolvency, reorganization, winding-up, liquidation or dissolution is issued or entered, unless the Borrower or such Guarantor in good faith actively and diligently contests such proceedings, decree, order or approval, resulting in a dismissal or stay thereof within 30 days of commencement or anything analogous in a Relevant Jurisdiction; (i) a resolution is passed for the winding-up, dissolution or liquidation of the Borrower or any Guarantor or any of the same occurs; (j) this Agreement or any other Facility Document shall for any reason, or is claimed by the Borrower or any Guarantor to, cease in whole or in any part to be a legal, valid, binding and enforceable obligation of the Borrower or such Guarantor; (k) the Borrower or any Guarantor defaults on any of its Indebtedness with a principal amount greater than [***], the effect of which is to accelerate such Indebtedness, or to cause such Indebtedness to be declared to be due and payable prior to its stated maturity; (l) any representation or warranty given by the Borrower or any Guarantor in this Agreement or any other Facility Document shall prove to be incorrect or misleading in any material respect as at the date on which it was made and, if the circumstances giving rise to the incorrect or misleading misrepresentation or warranty are capable of modification or rectification (such that, thereafter the representation or warranty would be correct and not misleading), the representation or warranty remains incorrect or misleading at the end of a period of 30 days from the date the Borrower or such Guarantor becomes aware of such incorrect or misleading misrepresentation; (m) the occurrence or existence of any event or circumstance which has or could reasonably be expected to have a Material Adverse Effect (in the reasonable opinion of the Agent); (n) any destruction or abandonment of any of the Projects or any material part of any Project which destruction or abandonment causes any material reduction in the valuation thereof or material delay of its development or the achievement of commercial production, other than the relinquishment or abandonment of a part of a Project to the extent required by Applicable Law; (o) one or more final judgments or decrees for the payment of money in excess of [***], are rendered against the Credit Parties or any of them by a court of competent jurisdiction jurisdiction, and the same is not paid in full when due; (p) any Credit Party or ERISA Affiliate shall fail to pay when due an amount or amounts aggregating in excess of [***] which approves an involuntary petition seeking reorganization it shall have become liable to pay under Title IV of ERISA; notice of intent to terminate a Plan or appointsPlans having aggregate Unfunded Liabilities in excess [***] of shall be filed under Title IV of ERISA by any Credit Party or ERISA Affiliate, pursuant any plan administrator or any combination of the foregoing; the PBGC shall institute proceedings under Title IV of ERISA to such terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a petitiontrustee to be appointed to administer, a receiver, trustee any Plan or liquidator for all Plans having aggregate Unfunded Liabilities in excess of [***]; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregate Unfunded Liabilities in excess of [***] must be terminated; any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; there occurs a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which could cause one or more Credit Party or ERISA Affiliate to incur a current payment; any ERISA Event occurs with respect to any Pension Plan or any Multiemployer Plan and the then current value of the accumulated benefit obligation of such Pension Plan or Multiemployer Plan exceeds the then current value of the assets of such Pension Plan or Multiemployer Plan available for the payment of such benefit liabilities by more than [***] (or in the case of an ERISA Event involving the withdrawal of a substantial part employer, the withdrawing employer’s proportionate share of its assets.such excess exceeds such amount); (q) a Canadian Pension Plan Event that has a Material Adverse Effect on a Credit Party; or

Events of Default. The (a) Upon the occurrence of any one of the following events of default ("Events of Default"): (i) a Change of Control (as defined below) shall have occurred; (ii) a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against Maker or all or any substantial part of its properties and such petition or application is not dismissed within ninety (90) days after the date of its filing or Maker shall file any answer admitting or not contesting such petition or application or indicates its consent to, acquiescence in or approval of, any such action or proceeding or the relief requested is granted sooner; (iii) a case or proceeding under the bankruptcy laws of the United States of America now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or equity) is filed by Maker or for all or any part of its property; or (iv) Maker shall fail to pay (whether in cash or pursuant to a Conversion) as and when due (whether at stated maturity, by mandatory prepayment, acceleration or otherwise) any principal on this Note when due or interest on this Note within ten (10) Business Days after the same becomes due and payable or fails to make payment or otherwise perform on a timely basis any other obligation or covenant called by this Note for thirty (30) days following the receipt by Maker of written notice thereof from Payee (unless Maker shall be diligently pursuing a remedy of such breach in which event the thirty (30) day period referred to in this clause shall extend to ninety (90) days); then, and in each and every such case, the holder hereof may by notice in writing to Maker declare all amounts owing hereunder due and payable, and they shall forthwith become due and payable without further action; provided, however, that Payee by written notice to Maker may waive any default or rescind and annul any such acceleration, but no such waiver or rescission and annulment shall extend to or affect any subsequent default or impair any right consequent thereon or any term, provision or covenant herein. (b) For purposes of this Note, "Change of Control" shall mean the occurrence of any of the following events: (i) any "person" as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than a trustee or other fiduciary holding securities under an employee benefit plan of the applicable entity specified below or any subsidiary or affiliate thereof or any stockholder (and such stockholder's affiliates) as of the date hereof and direct transferees thereof, becomes, after the date hereof, the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of the securities of Maker, QOC or Questron Distribution Logistics, Inc., representing 50.1% or more of the following events shall constitute an “Event total voting power represented by such entity's then outstanding securities that vote generally in the election of Default”: directors (a) the failure of Borrower to pay any part of the principal of"Voting Securities"), or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forthe merger or consolidation of any such entity with any other corporation (other than an affiliate or subsidiary), other than a merger or consolidation in which the Voting Securities of any such entity outstanding immediately prior thereto continue to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least a majority of the total voting power of the surviving entity, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt the sale (in one transaction) of all or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage substantially all of the assets of any such entity, other law (whether federal than to a subsidiary or state) relating to the relief affiliate of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsentity.

Events of Default. The occurrence of any one or more of In the following events shall constitute an “Event of Default”: event that (a) the failure a Guarantor shall file a petition to take advantage of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; insolvency statute; (b) there a Guarantor shall have occurred any breach of any covenant, commence or there is any other default under the Loan Documents, and such breach or default shall continue suffer to exist a proceeding for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee trustee, liquidator or liquidator for conservator of itself or of the whole or substantially all or a substantial part of its assetsproperty; (iiic) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or Guarantor shall file a petition or an answer seeking reorganization or arrangement or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or similar law of any other country; (d) a court of competent jurisdiction shall enter an arrangement with creditorsorder, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of a Guarantor or of the whole or substantially all of its properties, or approve a petition filed against a Guarantor seeking to take advantage reorganization or arrangement or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or similar law of any other country, or if, under the provisions of any other law (whether federal or state) relating to for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or admit (by answer, by default or otherwise) the material allegations control of a petition filed against it in any bankruptcyGuarantor or of the whole or substantially all of its properties and such order, reorganizationjudgment, insolvencydecree, approval or other proceeding (whether federal assumption remains unstayed or state) relating to relief undismissed for a period of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days days; (e) there is commenced against a Guarantor any judgment, decree proceeding or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization reorganization, arrangement or appointssimilar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, pursuant to which proceeding or petition remains unstayed or undismissed for a period of sixty (60) consecutive days; (f) there shall occur an Event of Default under the Credit Agreement; or (g) any default shall occur in the payment of amounts due hereunder (each of the foregoing an "Event of Default" hereunder); then notwithstanding any collateral that the Lenders may possess from Borrower, such a petitionGuarantor, a receiverany other Guarantor or any other guarantor of the Borrower's Liabilities, trustee or liquidator for all any other party, at the Agent's election and without notice thereof or a substantial part demand therefor, so long as such Event of its assetsDefault shall be continuing, the Guarantors' Obligations shall immediately become due and payable.

Events of Default. The occurrence of any one or more Each of the following events shall constitute be an “Event of Default”: (a) the failure The occurrence of Borrower to pay any part an event of default as defined in Section 7.01 (a), (b), (c) or (d) of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwiseIndenture; (b) there The Company shall fail to observe and perform any other agreement, term or condition contained in this Agreement, other than such failure as will have resulted in an event of default described in (a) above and the continuation of that failure for a period of 90 days after notice thereof shall have occurred any breach of any covenantbeen given to the Company by the Authority or the Trustee, or there is any other default under for such longer period as the Loan DocumentsAuthority and the Trustee may agree to in writing; provided, that failure shall not constitute an Event of Default so long as the Company institutes curative action within the applicable period and such breach or default shall continue for more than fifteen (15) diligently pursues that action to completion within 150 days after Lender has provided notice thereof the expiration of initial cure period as determined above, or within such longer period as the Authority and the Trustee may agree to Borrower;in writing; and (c) By decree of a court of competent jurisdiction the Company shall be adjudicated a bankrupt, or an order shall be made approving a petition or answer filed seeking reorganization or readjustment of the Company under the federal bankruptcy laws or other law or statute of the United States of America or of the state of incorporation of the Company or of any representation other state, or, by order of such a court, a trustee in bankruptcy, a receiver or warranty made by Borrower herein receivers shall be appointed of all or substantially all of the property of the Company, and any such decree or order shall have continued unstayed on appeal or otherwise and in any Loan Document shall prove to have been inaccurate in any material respect when made;effect for a period of sixty (60) days; and (d) there The Company shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived file a petition in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment voluntary bankruptcy or shall be obtained against Borrower; or (f) Borrower shall: (i) make a general an assignment for the benefit of a creditor; (ii) apply for, creditors or shall consent to, to the appointment of a receiver, trustee receiver or liquidator for receivers of all or a substantial any part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyproperty, or shall file a petition or an answer seeking reorganization or an arrangement with creditorsreadjustment under the Federal bankruptcy laws or other law or statute of the United States of America or any state thereof, or seeking shall file a petition to take advantage of any other law debtors' act. Notwithstanding the foregoing, if, by reason of Force Majeure, the Company is unable to perform or observe any agreement, term or condition hereof which would give rise to an Event of Default under subsection (whether federal or stateb) relating hereof, the Company shall not be deemed in default during the continuance of such inability. However, the Company shall promptly give notice to the relief Trustee and the Authority of debtorsthe existence of an event of Force Majeure and shall use its best efforts to remove the effects thereof; provided that the settlement of strikes or other industrial disturbances shall be entirely within its discretion. The term Force Majeure shall mean the following: (i) acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or of the State or any of their departments, agencies, political subdivisions or officials, or admit (by answerany civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; tornados; storms; droughts; floods; arrests; restraint of government and people; explosions; breakage, by default nuclear accidents or otherwise) the material allegations other malfunction or accident to facilities, machinery, transmission pipes or canals; partial or entire failure of a petition filed against it in utility serving the Project; shortages of labor, materials, supplies or transportation; or (ii) any cause, circumstance or event not reasonably within the control of the Company. The exercise of remedies hereunder shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, reorganization, insolvency, liquidation or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsproceedings.

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”Default hereunder: (a) Default in the failure of Borrower to pay any part payment of the principal of, of or interest on, on the indebtedness evidenced by the Convertible Note when due, whether at maturity, by acceleration or otherwisein accordance with the terms of the Convertible Note; (b) there A default or event of default shall have occurred any breach occur in respect of any covenant, of the other Convertible Notes or there is any other indebtedness of the Company that exceeds, in the aggregate, $100,000 and, if subject to a cure right, such default under the Loan Documents, and such breach or event of default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowernot be cured within the applicable cure period; (c) any representation The Company shall be liquidated, dissolved, partitioned or warranty made by Borrower herein terminated, or in any Loan Document the charter thereof shall prove to have been inaccurate in any material respect when madeexpire or be revoked; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: The Company (i) shall generally not pay or shall be unable to pay its debts as such debts become due, or (ii) shall make a general an assignment for the benefit of a creditor; (ii) creditors or petition or apply for, or consent to, to any tribunal for the appointment of a receivercustodian, receiver or trustee or liquidator for all it or a substantial part of its assets; , or (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of shall commence any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in proceeding under any bankruptcy, reorganization, insolvencyarrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or other (iv) shall have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within sixty (whether federal or state60) relating to relief of debtors; days, or (v) suffer shall indicate, by any act or permit to continue unstayed intentional and purposeful omission, its consent to, approval of or acquiescence in effect for sixty (60) consecutive days any judgmentsuch petition, decree application, proceeding or order entered by for relief or the appointment of a court of competent jurisdiction which approves an involuntary petition seeking reorganization custodian, receiver or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all it or a substantial part of its assets, or (vi) shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of sixty (60) days or more; (e) Failure of the Company to perform any of its obligations, covenants or agreements under this Agreement or any of the other Transaction Documents (other than the payment of the principal of or interest on the indebtedness evidenced by the Convertible Note, which shall be subject to SUBSECTION 6.1(A) above and not this SUBSECTION (E)); (f) A default or event of default shall occur under any of the other Transaction Documents and, if subject to a cure right, such default or event of default shall not be cured within the applicable cure period; (g) The Purchaser's inability to convert the Convertible Note into Conversion Shares upon written notice to the Company as provided for herein due to the Company's failure to comply with (and not due to the holder's failure to meet all applicable investor suitability requirements of) the then-applicable requirements of all federal, state and local securities laws and regulatory agencies charged with enforcing securities laws as provided for in SECTION 2.4 of this Agreement; or (h) A default or event of default shall occur in respect of any agreement of the Company that requires the payment by the Company of an amount in excess of $250,000. With respect to any Event of Default described above in SUBSECTIONS 6.1(E), (F) and (h) that is capable of being cured and that does not already provide its own cure procedure (a "CURABLE DEFAULT"), the occurrence of such Curable Default shall not constitute an Event of Default hereunder if the Company provides notice to the Purchaser of such Curable Default in accordance with the provisions hereof within five (5) business days of the Company learning of such default and such Curable Default is fully cured and/or corrected within thirty (30) days of the Company's notice thereof to Purchaser.

Events of Default. The occurrence An event of any one or more of the following events shall constitute an default (“Event of Default”) shall exist if: (a) the failure of The Borrower fails to pay when due any part of the principal of, or interest on, in accordance with this Note or in accordance with any other Convertible Bridge Note and such failure continues for more than thirty (30) days after the Note when duesuch principal and/or interest became due and payable, whether at maturity, maturity or by acceleration or otherwise; (b) there shall have occurred Any representation, warranty or other written statement of the Borrower made pursuant to this Note is incorrect or misleading in any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowermaterial respect when given; (c) The Borrower shall be in default under any representation instrument or warranty made by Borrower herein agreement to which it is a party relating to any indebtedness senior to the Note, if the maturity of or in any Loan Document shall prove payment with respect to have been inaccurate in any material respect when madesuch indebtedness may be accelerated or demanded due to such default; (d) there shall have occurred any event A transaction involving the purchase of default (after giving effect the Equity Securities of Issuer as described in Rule 13e-3 of the Securities and Exchange Act of 1934 or in which all or substantially all of the assets or Equity Securities of Borrower are transferred to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's a third party, other debt obligations, than the Issuer and same has caused such debt obligation to be acceleratedits affiliates; (e) any judgment The Borrower shall be obtained against Borrower; or (f) Borrower shall: (i) make a general an assignment for the benefit of a creditor; (ii) apply forcreditors, or consent toshall admit in writing its inability to pay its debts as they become due, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) shall file a voluntary petition in for bankruptcy, or shall file a any petition or an answer seeking reorganization for itself any reorganization, arrangement, composition, readjustment, dissolution or an arrangement with creditorssimilar relief under any present or future statute, law or regulation, or seeking to take advantage of shall file any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) answer admitting the material allegations of a petition filed against it the Borrower in any bankruptcy, reorganization, insolvencysuch proceeding, or other proceeding shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower, or of all or any substantial part of the properties of the Borrower, or the Borrower or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower; or (whether federal or statef) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for Within sixty (60) consecutive days after the commencement of any judgmentproceeding against the Borrower seeking any bankruptcy reorganization, decree arrangement, composition, readjustment, liquidation, dissolution or order entered by a court similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or, within sixty (60) days after the appointment without the consent or acquiescence of competent jurisdiction which approves an involuntary petition seeking reorganization or appointsthe Borrower of any trustee, pursuant to such a petition, a receiver, trustee receiver or liquidator for of the Borrower or of all or a any substantial part of its assetsthe properties of the Borrower, such appointment shall not have been vacated.

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”” under this Lease: (ai) the failure of Borrower Tenant shall fail to pay when due any part of the principal of, Rent or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default amount owed to Landlord under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrowerthis Lease; or (fii) Borrower shall: Tenant shall fail to perform any other covenant or agreement in this Lease and such failure shall continue for a period of thirty (i30) days after receipt of written notice from Landlord (or if such failure is not capable of being cured within thirty (30) days, such reasonable time thereafter not to exceed ninety (90) days, provided that Tenant has commenced such cure within the thirty (30) day period and is diligently proceeding to cure such failure), or if any such failure involves a hazardous condition or a failure to maintain insurance required by the Lease, such failure is not cured by Tenant immediately upon notice to Tenant; or (iii) Tenant shall make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent toshall admit in writing its inability to pay its debts as they become due, the or shall file or have filed against it a petition in any proceeding seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or seeking appointment of a receiver, trustee trustee, custodian or liquidator other similar official for it or for all or any substantial part of its property, and such proceeding shall not be vacated or discharged within thirty (30) days, or shall be adjudicated insolvent or bankrupt, or a receiver, trustee, custodian or other similar official shall be appointed for Tenant or for all or any substantial part of its property, or a substantial part of its assetsproperty shall be attached, executed upon or otherwise impressed with a lien in favor of one or more creditors, and such appointment, attachment, execution or lien shall not be vacated or discharged within thirty (30) days; (iii) be adjudicated a bankrupt or insolvent; or (iv) file a voluntary petition in bankruptcy, Tenant dissolves or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsliquidates.

Events of Default. The Upon the occurrence of any one or more of the following events shall constitute an “Event of Default”events, in addition to all other remedies at law or in equity that a party may possess, such party may declare this Agreement terminated: (ai) default in the performance of any material term of this Agreement or the Purchase Agreement by the other party (the "Other Party") and the failure of Borrower to pay any part of cure the principal of, or interest on, same within five (5) days after written notice to the Note when due, whether at maturity, by acceleration or otherwiseOther Party specifying such default and demanding that the same be remedied; (bii) there in the event the Other Party shall have occurred admit in writing its inability to pay its debts generally as they become due, call a meeting of its creditors, file a petition for relief under any breach bankruptcy laws or any amended or successor statute, or any other applicable law, statute or regulation, or take advantage of any covenantinsolvency law, statute or regulation, or there is a petition to take advantage of any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrowerinsolvency statute; or (f) Borrower shall: (i) make a general an assignment for the benefit of its creditors; commence a creditor; (ii) apply for, or consent to, proceeding for the appointment of a receiver, trustee trustee, liquidator or liquidator for all conservator of itself or of the whole or a substantial part of its assetsproperty; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditorsarrangements of similar relief under the bankruptcy laws or under any other applicable law, statute or seeking to take advantage regulation of the United States or of any other law state thereof; or (whether federal iii) in the event the Other Party shall be named as a debtor in an order for relief under any bankruptcy laws, statutes or state) relating to the relief of debtorsregulations or any amended or successor law, statute or admit (by answer, by default regulation or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves shall enter an involuntary petition seeking reorganization order, judgment or appoints, pursuant to such a petition, decree appointing a receiver, trustee trustee, liquidator or liquidator for all conservator of the Other Party or of the whole or a substantial part of its assetsproperties or approve a petition filed against the Other Party seeking reorganization or arrangement or similar relief under the federal bankruptcy laws or any applicable law or statute of the United States or any state thereof; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Other Party or of the whole or a substantial part of its properties; or if there is commenced against the Other Party any proceeding for any of the foregoing relief or if a petition relating to any insolvency statute is filed against the Other Party and such proceeding or petition remains undismissed for a period of thirty (30) days; or if the Other Party by any act indicates its consent to, approval of or acquiescence in any such proceeding or petition.

Events of Default. The occurrence of any one or more of the following events shall constitute be an “Event of Default”” under this Note: (a) the failure Maker shall fail to make the payment of Borrower to pay any part amount of the principal of, or interest on, outstanding on the Note when due, whether at maturity, by acceleration or otherwise;date such payment is due hereunder; or (b) there the Maker shall have occurred any breach fail to (i) timely deliver the shares of common stock upon conversion of the Note as provided for herein, or (ii) make the payment of any covenant, or there is any other default fees and/or liquidated damages under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;this Note; or (c) any representation the Maker shall be in default in the performance or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in observance of (i) any material respect when made;covenant, condition or agreement contained in this Note and such default is not fully cured within five (5) business days after the occurrence thereof; or (d) there the Maker shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of a creditor; (ii) apply forits creditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated commence a bankrupt voluntary case under the United States Bankruptcy Code (as amended, the “Bankruptcy Code”) or insolvent; under the comparable laws of any jurisdiction, (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (whether federal v) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or stateunder the comparable laws of any jurisdiction, or (vi) relating take any action under the laws of any jurisdiction analogous to any of the foregoing; or (e) the Maker shall be in breach of or default under the terms, provisions, conditions or provisions of any other agreement to which the Maker and Holder are parties including such agreements in existence as of the date hereof and those agreements executed by the parties hereafter; or (f) the Maker shall be in default under any other promissory note or any other payment obligation in whatever form made by the Maker in excess of $2,500; or (g) a proceeding or case shall be commenced in respect of the Maker, 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 like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit case described in clause (by answeri), by default (ii) or otherwise(iii) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvencyshall continue undismissed, or other proceeding unstayed and in effect, for a period of sixty (whether federal 60) days or state) relating any order for relief shall be entered in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction against the Maker or action under the laws of any jurisdiction analogous to relief any of debtors; the foregoing shall be taken with respect to the Maker and shall continue undismissed, or (v) suffer or permit to continue unstayed and in effect for a period of sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsdays.

Events of Default. The occurrence of any In case one or more of the following events shall constitute an (“Event Events of Default”) shall have occurred and be continuing: (a) default shall be made in the failure performance or observance of Borrower to pay any part of the principal ofcovenants, conditions or interest on, agreements contained in the Note when due, whether at maturity, by acceleration Loan Documents and such default shall continue for a period of 30 days after written notice to the Borrower from the Bank stating the specific default or otherwise;defaults; or (b) there a decree or order by a court having jurisdiction in the premises shall have occurred any breach of any covenantbeen entered adjudging the Borrower a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Borrower under the federal bankruptcy laws, or there is any other default under the Loan Documentssimilar applicable federal or state law, and such breach decree or default order shall continue have continued undischarged or unstayed for more than fifteen (15) a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or solvency of the Borrower or its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or any property of the Borrower shall be sequestered or attached and shall not be returned to the possession of the Borrower or released from such attachment within 60 days after Lender has provided notice thereof to Borrower;thereafter; or (c) the Borrower shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the federal bankruptcy laws, or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency out or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall voluntarily suspend transaction of its usual business, or corporate action shall be taken by the Borrower in furtherance of any of the aforesaid purposes; or (d) final judgment for the payment of money in excess of $500,000 (whether one judgment or several which in the aggregate exceed $500,000) shall be rendered against the Borrower or any of its subsidiaries and the same shall remain undischarged for a period of 60 days during which execution shall not be effectively stayed; provided, however, if the Borrower or any subsidiary posts a bond which would satisfy the judgment and execution on the judgment is effectively stayed thereby, such judgment shall not constitute an Event of Default during such time; or (e) any representation or warranty made or deemed made by the Borrower herein in this Agreement or which is contained in any certificate, document, opinion, financial or other statement furnished at any time under or in any connection with this Agreement, or the making of the Loan Document shall prove to have been inaccurate incorrect in any material respect when on or as of the date made or deemed made; (d) there ; then, and in each and every such case, the Bank by notice in writing to the Borrower may declare the principal of the Note to be immediately due and payable, and upon any such declaration the same shall become immediately due and payable, anything in the Loan Documents to the contrary notwithstanding and Bank may exercise all of its remedies as set forth in the Pledge Agreement attached hereto as Exhibit “A”. In case any one or more of the Events of Default specified above in this Section 8.01 shall have occurred any event of default (after giving effect and be continuing, the Bank may proceed to any permitted cure periods) which has not been waived protect and enforce its rights either by suit in writing under any agreements evidencing Borrower's equity or by action at law, or both, or by other debt obligationsappropriate proceedings, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment whether for the benefit specific performance (to the extent permitted by law) of a creditor; (ii) apply forany covenant or agreement contained in the Loan Documents, or consent to, in aid of the appointment exercise of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition any power granted in bankruptcythe Loan Documents, or file a petition may proceed to enforce the payment of the Note or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of enforce any other law (whether federal legal or state) relating to equitable right of the relief Bank. The Borrower shall pay all reasonable expenses incurred by the Bank in connection with the enforcement of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsLoan Documents.

Events of Default. The occurrence of any one or more Each of the following events shall constitute be an “Event of Default”: (a) Failure by the failure of Borrower to pay make or cause to be made any part of Loan Payment or Purchase Payment on or prior to the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisedate on which such payment is due and payable; (b) there Failure by the Borrower to observe and perform any other agreement, term or condition contained in this Agreement and continuation of such failure for a period of 30 days after notice thereof shall have occurred any breach of any covenantbeen given to the Borrower by the Issuer or the Trustee, or there for such longer period as the Issuer and the Trustee may agree to in writing; provided that if the failure is any other default under than the Loan Documentspayment of money and is of such nature that it can be corrected but not within the applicable period, such failure shall not constitute an Event of Default so long as the Borrower institutes curative action within the applicable period and diligently pursues such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof action to Borrowercompletion; (c) any representation The Borrower shall (i) apply for or warranty made by Borrower herein consent to the appointment of a receiver, trustee, liquidator or in any Loan Document shall prove to have been inaccurate in any material respect when made; custodian or the like of itself or of its property, or (dii) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to pay its debts generally as they become due, and same has caused such debt obligation to be accelerated; or (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (iiii) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iiiiv) be adjudicated a bankrupt or insolvent; , or (ivv) commence a voluntary case under the United States Bankruptcy Code, or file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or reorganization, an arrangement with creditorscreditors or an order for relief, or seeking to take advantage of any other insolvency law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or action shall be taken by it for the purpose of effecting any of the foregoing, or (vi) have instituted against it, without the application, approval or consent of the Borrower, a proceeding in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or other proceeding (whether federal or state) relating to relief of debtors; , seeking in respect of the Borrower an order for relief or (v) suffer or permit to continue unstayed and an adjudication in effect for sixty (60) consecutive days any judgmentbankruptcy, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appointsreorganization, pursuant to such a petitiondissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, trustee liquidator or liquidator for custodian or the like of the Borrower or of all or a any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Borrower in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) remain unvacated, undismissed and undischarged for a period of 60 days; (d) Any representation or warranty made by the Borrower herein or any statement in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or with the purchase of the Bonds shall at any time prove to have been false or misleading in any material respect when made or given; (e) For any reason the Bonds are declared due and payable by acceleration in accordance with Section 7.03 of the Standard Provisions; (f) The Trustee receives written notice from the Bank (i) stating that an Event of Default as defined in the Reimbursement Agreement has occurred and is continuing and (ii) directing the Trustee to call the Bonds for mandatory purchase or to declare the principal of the outstanding Bonds immediately due and payable; (g) The Trustee receives written notice from the Bank prior to the tenth Business Day following payment of a drawing under the Letter of Credit for interest on Bonds which remain outstanding after the application of the proceeds of such drawing, stating that the Letter of Credit will not be reinstated with respect to such interest; or (h) A Misuse of Bond Proceeds occurs, or the Borrower fails to complete the Project (except for immaterial items) and commence operations at the Project within three years from the Series Issue Date, or fails to maintain (or to cause to be maintained) or within such period to create and thereafter maintain (or to cause to be created and thereafter be maintained) at least 50% of the employment at the Project projected in the Local Entity’s application to the Issuer on behalf of the Borrower pursuant to which the Bonds were issued, or ceases or permits to be ceased operations at the Project (other than temporary cessation beyond the control of the Borrower and its lessee), or sells, assigns or otherwise disposes of (whether in one transaction or in a series of transactions) its interest in the Project or any substantial portion thereof (other than leases permitted under Section 5.4) or undertakes or permits any demolition or removal of a substantial portion of the Project without the prior written consent of the Issuer (except as otherwise permitted under Section 5.2), or assigns its interest under this Agreement in violation of Section 8.9. The declaration of an Event of Default under paragraph (c) above, and the exercise of remedies upon any such declaration, shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings.

Events of Default. The occurrence of any one or more of the following events listed in this Section 8.1 shall constitute an “Event of Default”” under this Agreement: (a) Failure of the failure of Borrower to pay make any part payment of the interest or principal ofor any other monetary Loan Obligations due, or interest on, the Note when and as due, whether at maturity, by acceleration or otherwise;, under the terms of the Note, this Agreement, or any other Loan Document, subject to any applicable notice or grace period provided in such documents; provided that the same remains unremedied for three (3) or more Business Days. (b) there shall have occurred any breach Except as expressly permitted in this Agreement, the assignment or attempted assignment by the Borrower of any covenantthis Agreement, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerobligations hereunder; (c) The filing by Holdings, the Borrower or any representation Borrower Subsidiary of a voluntary petition in bankruptcy or warranty made Holdings, the Borrower or any Borrower Subsidiary’s adjudication as a bankrupt or insolvent, or the filing by the Borrower herein or any Borrower Subsidiary of any petition or answer seeking or acquiescing in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any agreements evidencing present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or Holdings, the Borrower's other debt obligations’s, and same has caused such debt obligation any Borrower Subsidiary’s seeking or consenting to be accelerated; (e) or acquiescence in the appointment of any judgment shall be obtained against Borrower; or (f) trustee, receiver or liquidator of Holdings, the Borrower shall: (i) make a or any Borrower Subsidiary or of all or any substantial part its property or of any or all of the rents, revenues, issues, earnings, profits or income thereof, or the making of any general assignment for the benefit of a creditor; (ii) apply for, creditors or consent tothe admission in writing by Holdings, the appointment of a receiver, trustee Borrower or liquidator for all or a substantial part any Borrower Subsidiary of its assets; inability to pay its debts generally as they become due; (iiid) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered The entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against Holdings, the Borrower or any Borrower Subsidiary seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency, or other relief for debtors, which approves order, judgment or decree remains unvacated and unstayed for an involuntary petition seeking reorganization aggregate of ninety (90) days (whether or appointsnot consecutive) from the date of entry thereof, pursuant to such a petitionor the appointment of any trustee, a receiver, trustee receiver or liquidator for of Holdings, the Borrower or any Borrower Subsidiary or of all or a any substantial part of its assetsproperty or of any or all of the rents, revenues; issues, earnings, profits or income thereof which appointment shall remain unvacated and unstayed for an aggregate of ninety (90) days (whether or not consecutive); (e) Except as otherwise permitted herein, the transfer or further encumbrance of any portion of or interest in any Collateral or the occurrence of a Change in Control; (f) If any certificate, statement, representation, warranty or audit heretofore or hereafter furnished by or on behalf of Holdings, the Borrower or any Borrower Subsidiary pursuant to or in connection with this Agreement or otherwise or as an inducement to the Lenders to extend any credit to or to enter into this or any other agreement with Holdings, the Borrower or any Borrower Subsidiary proves to have been untrue in any respect at the time as of which the facts therein set forth were stated or certified or to have omitted any substantial contingent or unliquidated liability or claim against the Holdings, the Borrower or any Borrower Subsidiary, in each case which such falsities or omissions relate to facts or circumstances which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or if on the date of execution of this Agreement there shall have been any change in any of the facts previously disclosed by any such certificate, statement, representation, warranty or audit, which change shall not have been disclosed to the Lenders at or prior to the time of such execution which would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; (g) Any materially adverse change in the financial condition or prospects of Holdings, the Borrower or any Borrower Subsidiary as evidenced by an inability of the Projects in the aggregate to generate revenue necessary for the continued operation of the Projects; (h) Final non-appealable judgments in excess of $1,000,000 in the aggregate for all Projects or in excess of $250,000 in the aggregate for any single Project shall be rendered by a court of law or equity against Holdings, the Borrower, any Borrower Subsidiary and the same shall remain undischarged for a period of thirty (30) days, unless such judgment is either (i) substantially covered by collectible insurance and such insurer has within such period acknowledged such coverage in writing, or (ii) although not fully covered by insurance, enforcement of such judgment has been effectively stayed, such judgment is being contested or appealed by appropriate proceedings and Holdings, the Borrower or any Borrower Subsidiary as the case may be, has established reserves adequate for payment in the event such party is ultimately unsuccessful in such contest or appeal and evidence thereof is provided to the Agent Lender; (i) Intentionally Deleted; (j) The termination of any Project Lease or any default or breach by the Borrower or any Borrower Subsidiary under any Project Lease which would reasonably be expected to have a Material Adverse Effect; (k) Any “Event of Default” pursuant to (and as defined in) any of the Loan Documents; or (l) Failure by Holdings, the Borrower or any Borrower Subsidiary to perform or observe any other term, condition or covenant herein which failure is not cured within thirty (30) days after written notice thereof from the Agent Lender to Holdings, the Borrower or any Borrower Subsidiary or within such longer period of time, not to exceed sixty (60) days, as may be reasonably necessary to cure such non-performance if Holdings, the Borrower or any Borrower Subsidiary is diligently and with continuity of effort pursuing such cure and the failure is susceptible of cure within such additional sixty (60) day period. Notwithstanding anything to the contrary in this Section, all requirements of notice shall be deemed eliminated if the Lenders are prevented from giving such notice by bankruptcy or other applicable law. Unless otherwise specifically specified herein, the cure period, if any, shall then run from the occurrence of the Event of Default or condition of Default rather than from the date of notice.

Events of Default. The occurrence terms ■Default●, ■Defaults●, ■Event of Default● or ■Events of Default,● wherever used in this Mortgage shall mean any one or more of the following events shall constitute an “Event of Default”: (unless cured within any applicable cure periods provided in a loan agreement relative to the indebtedness secured hereby): (a) the failure of Borrower Failure to pay as and when due and payable any installment of principal or interest secured by this Mortgage as and when due; or (b) Failure by Mortgagor to duly observe or perform any term, covenant, condition or agreement of this Mortgage or the Note; or (c) Any representation or warranty of Mortgagor contained in this Mortgage or of any Obligor in any other instrument, document, transfer, conveyance, assignment or loan agreement given by any Obligor with respect to the indebtedness secured hereby, proves to be untrue or misleading in any material respect to; or (d) Any sale, transfer, pledge, encumbrance, creation of a security interest in, or other hypothecation of all or any part of the principal of, Mortgaged Property to which Lender shall not have first consented in writing; or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) The filing of any federal or state tax lien or judgment shall be obtained lien against Borrowerthe Mortgaged Property; or or (f) Borrower shall: (i) make The filing by an Obligor of a voluntary petition in bankruptcy or the adjudication of an Obligor as a bankrupt or insolvent, or the filing by or against an Obligor of any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present of future federal, state or other law or regulating relating to bankruptcy, insolvency or other relief for debtors, or an Obligor*s seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of an Obligor or of substantially all of an Obligor*s property or of any or all of the rents, issues, profits or revenues thereof, or the making by an Obligor of any general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking the admission in writing by an Obligor of its inability to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtorspay its debts generally as they become due; or (vg) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered The entry by a court of competent jurisdiction which approves of an involuntary order, judgment or decree approving a petition filed against an Obligor seeking reorganization any reorganization, arrangement, composition, readjustment, liquidation, dissolution or appointssimilar relief under any present or future federal, state or other law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the appointment of any trustee, receiver or liquidator of an Obligor or of substantially all of an Obligor*s property or of any or all of the rents, issues, profits or revenues thereof without the consent or acquiescence of an Obligor; or (h) The filing by any person or entity of any claim in any legal or equitable proceeding challenging the validity or priority of the lien of this Mortgage, or (i) If any fact shall occur or condition shall exist pursuant to the terms of any other deed to secure debt, mortgage, or another instrument imposing a lien on the Mortgaged Property or any portion thereof (whether such a petitionlien is senior or junior to the security title and lien granted by this Mortgage) the occurrence or existence of which causes, a receiveror allows the holder of any obligation secured thereby to cause, trustee any obligation secured thereby to become due prior to its maturity or liquidator for all prior to its regularly scheduled dates of payment, or a substantial part of its assetsif any such obligation is not otherwise paid when due.

Events of Default. The occurrence In the event of any one default when the principal balance is not paid before or more of on the following events shall constitute due date (herein individually referred to as an “"Event of Default”"), the Holder of this Note may, at the Holder’s option, in addition to any other rights the Holder may have in equity or at law, declare this Note mature, and all sums owing hereon and under any instrument or agreement executed in connection with this Note shall be due and payable immediately without presentment, protest, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, notice of protest, or other notice of any kind, all of which are hereby expressly waived by ▇▇▇▇▇▇▇▇: (ai) the failure The institution by Borrower of Borrower proceedings to pay any part of the principal ofbe adjudicated as bankrupt or insolvent, or interest onthe consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the Note when due, whether at maturity, consent by acceleration or otherwise; (b) there shall have occurred any breach it to the filing of any covenant, such petition or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, liquidator, assignee, trustee or liquidator for all other similar official of Borrower, or a of any substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyproperty, or file a petition or the making by it of an answer seeking reorganization or an arrangement with assignment for the benefit of creditors, or seeking to take advantage the taking of corporate action by ▇▇▇▇▇▇▇▇ in furtherance of any other law such action; or (whether federal or stateii) relating to the relief of debtorsIf, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for within sixty (60) consecutive days after the commencement of an action against Borrower (and service of process in connection therewith on Borrower) seeking any judgmentbankruptcy, decree insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Borrower or all orders or proceedings thereunder affecting the operations or the business of Borrower stayed, or if the stay of any such order entered by a court or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of competent jurisdiction which approves an involuntary petition seeking reorganization or appointsBorrower of any trustee, pursuant to such a petition, a receiver, trustee receiver or liquidator for of Borrower or of all or a any substantial part of its assets.the properties of Borrower, such appointment shall not have been vacated; or

Events of Default. The Upon the occurrence of any one or more of the following events shall constitute or conditions (each, an “"Event of Default”:"): (a) any failure by the failure of Borrower Shipowner to pay when and as due any part of amount owing under this Agreement, but which is not guaranteed by the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise;Secretary; or (b) there shall have occurred any breach failure by the Shipowner to comply with its obligations under Section 8.02(b) or 8.02(e); or any failure by the Shipowner to perform or comply with any of its agreements set forth in this Agreement (exclusive of any covenant, or there is events specified as an Event of Default in any other default under the Loan Documentssubsection of this Section 9.02 and exclusive of Section 8.02(a)), and such breach or default shall continue which failure, if capable of being cured, remains uncured for more than fifteen a period of thirty (1530) days after Lender has provided written notice thereof has been given to Borrower;the Shipowner by the Facility Agent; or (c) any representation the Shipowner shall be unable to pay its debts when and as they fall due or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation its inability to be accelerated; (e) any judgment pay its debts as they fall due or shall be obtained against Borrowerbecome insolvent; or (f) Borrower shall: (i) make a general assignment or the Shipowner shall apply for the benefit of a creditor; (ii) apply for, or consent to, to the appointment of a any liquidator, receiver, trustee or liquidator administrator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt business, properties, assets or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtorsrevenues; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgmenta liquidator, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator administrator shall be appointed for all the Shipowner and such appointment shall continue undismissed, undischarged or unstayed for a period of thirty (30) days, or the Shipowner shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, arrangement, readjustment of debt, dissolution, liquidation or similar executory or judicial proceeding; or a substantial part bankruptcy, arrangement, readjustment of its assets.debt, dissolution, liquidation or similar executory or judicial proceeding shall be instituted against the Shipowner and shall remain undismissed, undischarged or unstayed for a period of thirty (30) days; or (d) an Indenture Default has occurred;

Events of Default. The occurrence of If any one or more of the following events specified in this Section 3 shall constitute occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company: (ai) Default in the failure of Borrower to pay any part payment of the principal of, or and unpaid accrued interest on, the of this Note when due, whether at maturity, due and payable if such default is not cured by acceleration or otherwise; the Company within ten (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (1510) days after Lender the Holder has provided given the Company written notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrowerdefault; or (fii) Borrower shall: (i) make a general assignment for The institution by the benefit Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a creditor; (ii) apply forpetition or answer or consent seeking reorganization or release under the federal Bankruptcy Code, or any other applicable federal or state law, or the consent to, by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or liquidator for all other similar official of the Company, or a of any substantial part of its assetsproperty, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyIf, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for within sixty (60) consecutive days after the commencement of an action against the Company (and service of process in connection therewith on the Company) seeking any judgmentbankruptcy, decree insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order entered by a court or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of competent jurisdiction which approves an involuntary petition seeking reorganization or appointsthe Company of any trustee, pursuant to such a petition, a receiver, trustee receiver or liquidator for of the Company or of all or a any substantial part of its assetsthe properties of the Company, such appointment shall not have been vacated. At any time that the unpaid principal balance of this Note, together with all accrued and unpaid interest owing thereon, shall have become due and payable in full pursuant to this Section 3, the aggregate of all such sums shall thereafter bear interest, both before and after judgment, at the Default Rate until such sums have been paid. In such event, all payments made thereafter shall be applied first to unpaid interest hereon, then to the principal of this Note.

Events of Default. The occurrence of any one or more 7.1 Each of the following events shall constitute an “Event of Default”: (a) the failure a. The Borrower shall fail to make any payment of Borrower to pay any part of the principal of, or interest on, on the Note when due, whether at maturity, by acceleration Loan or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default amounts due under the Loan DocumentsDocuments on the date which such payment is due; b. The Borrower shall fail to perform any term, covenant or agreement contains herein or the Borrower shall fail to perform any other term, covenant or agreement contained herein or in any Loan Document and such breach or default failure shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerthe Borrower by the Lender; (c) any c. Any representation or warranty made by of the Borrower herein or in any Loan Document shall prove to have been inaccurate false in any material respect upon the date when made; (d) there d. The Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator; (ii) be generally unable to pay the Borrower’s debts as such debts become due; (iii) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolventBorrower’s creditors; (iv) file commence a voluntary petition in bankruptcy, or case under the United States Bankruptcy code; (v) file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) of any jurisdiction relating to bankruptcy, insolvency or composition or readjustment of debts; (vi) a proceeding or case shall be commenced, without the relief application or consent of debtorsthe Borrower, in any court seeking the liquidation of the Borrowers assets, or admit (by answerthe composition or readjustment of the Borrowers debts, by default or otherwise) the material allegations appointment of a petition filed against it in any bankruptcytrustee, reorganizationreceiver, insolvencycustodian, liquidator or the like, or other proceeding (whether federal any similar relief in respect of the Borrowers under any law of any jurisdiction; e. Any provision of the Pledge Agreement shall for any reason cease to be valid and binding on the Borrower or state) relating to relief of debtorsthe Borrower shall so state in writing; or (v) suffer or permit the Pledge Agreement shall for any reason cease to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by create a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant valid lien on the Pledged Security purported to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsbe covered thereby.

Events of Default. The occurrence of any one or more (a) Each of the following events shall constitute constitutes, and is herein sometimes referred to as, an “Event of Default”: (ai) the failure of Borrower for 30 days to pay any part of interest on the principal of, or interest on, the Note Debentures when due; (ii) failure to pay principal or premium, if any, on the Debentures when due whether at maturity, upon redemption, by declaration, acceleration or otherwise; (iii) default in the observance or performance of any covenant or condition of the Indenture by the Corporation (other than those referred to in (a) or (b) there shall have occurred any breach above) which remains unremedied for a period of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) 30 days after Lender notice in writing has provided notice thereof been given by the Trustee to Borrowerthe Corporation specifying such default and requiring the Corporation to remedy such default; (civ) if a decree or order of a court having jurisdiction is entered adjudging the Corporation a bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any representation other bankruptcy, insolvency or warranty made analogous laws of Canada or any province thereof, or issuing sequestration or process of execution against, or against any substantial part of, the property of the Corporation, or appointing a receiver of, or of any substantial part of, the property of the Corporation or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 days or any substantial part of the property of the Corporation shall be sequestered or attached and shall not be returned to the possession of the Corporation or released from such attachment, as the case may be, whether by Borrower herein filing of a bond or in any Loan Document shall prove to have been inaccurate in any material respect when madestay or otherwise within 60 consecutive days thereafter; (dv) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation if the Corporation institutes proceedings to be accelerated; adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it under the Bankruptcy and Insolvency Act (eCanada) for such bankruptcy or insolvency or any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make other bankruptcy, insolvency or analogous laws of Canada or any province thereof, or consents to the filing of any such petition or to the appointment of a receiver, or liquidator or trustee or assignee in bankruptcy or insolvency for it, or of any substantial part of the property of the Corporation or makes a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking is unable to take advantage or admits in writing its inability to pay its debts generally as they become due; (vi) if a resolution is passed for the winding-up or liquidation of the Corporation except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Section 9.1 are duly observed and performed; or (vii) if, after the date of this Indenture, any proceedings with respect to the Corporation are taken with respect to a compromise or arrangement, with respect to creditors of the Corporation generally, under the applicable legislation of any other law jurisdiction. (whether federal or stateb) relating In each and every such Event of Default the Trustee may, in its discretion, and shall, upon receipt of a request in writing signed by the holders of not less than 40% of the principal amount of the Debentures then outstanding, subject to the relief provisions of debtors, or admit (by answerSection 7.3, by notice in writing to the Corporation declare the principal of, and premium, if any, and accrued interest on all Debentures then outstanding and all other monies outstanding hereunder to be due and payable and the same shall forthwith become immediately due and payable to the Trustee, and the Corporation shall forthwith pay to the Trustee for the benefit of the Debentureholders such principal of, and premium, if any, accrued and unpaid interest and interest on amounts in default or otherwise) on such Debenture and all other monies outstanding hereunder, together with subsequent interest at the material allegations rate borne by the Debentures on such principal, interest and such other monies from the date of a petition filed against it in any bankruptcysuch declaration until payment is received by the Trustee, reorganization, insolvency, or other proceeding (whether federal or state) relating such subsequent interest to relief of debtors; or (v) suffer or permit to continue unstayed be payable at the times and places and in effect for sixty (60) consecutive days the monies mentioned in and according to the tenor of the Debentures. Such payment when made shall be deemed to have been made in discharge of the Corporation’s obligations hereunder and any judgment, decree or order entered monies so received by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsthe Trustee shall be applied in the manner provided in Section 7.7.

Events of Default. The occurrence of any one or more Each of the following events shall constitute be deemed an “"Event of Default”": (a) the failure of Borrower Parent shall fail to pay (i) when due the amount of any drawing under any Letter of Credit; (ii) within three (3) Business Days of the date due any fees payable under the Transaction Documents or any part thereof; or (iii) within three (3) Business Days after the date the Parent receives written notice of the principal of, or interest on, the Note failure to pay when due, whether at maturity, by acceleration any other Obligation or otherwiseany part thereof; (b) there shall have occurred any breach of any covenantrepresentation, warranty, or there is certification made or deemed made by the Parent or any other default under Subsidiary of the Loan DocumentsParent (or any of their respective officers) in any Transaction Document or in any certificate, and such breach report, notice, or default financial statement furnished at any time in connection with any Transaction Document shall continue for more than fifteen (15) days after Lender has provided notice thereof be false, misleading, or erroneous in any material respect when made or deemed to Borrowerhave been made; (c) the Parent or any representation Subsidiary of the Parent shall fail to perform, observe, or warranty made by Borrower herein comply with any covenant, agreement, or term contained in any Loan Document shall prove to have been inaccurate in any material respect when madeArticle 7; (d) there the Parent or any Subsidiary of the Parent shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner, liquidator, or the like of itself or of all or a substantial part of its Property, (ii) make a general assignment for the benefit of a creditor; (ii) apply forits creditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated commence a bankrupt voluntary case under the United States Bankruptcy Code (as now or insolvent; hereafter in effect, the "Bankruptcy Code"), (iv) file a voluntary petition in bankruptcy, institute any proceeding or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, liquidation, dissolution, winding-up, or admit composition or readjustment of debts, (by answerv) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, (vi) admit in writing its inability to, or be generally unable to pay its debts as such debts become due, or (vii) take any corporate action for the purpose of effecting any of the foregoing; (i) a proceeding or case shall be commenced, without the application, approval, or consent of the Parent or any Subsidiary of the Parent in any court of competent jurisdiction, seeking (A) its reorganization, liquidation, dissolution, arrangement, or winding-up, or the composition or readjustment of its debts, (B) the appointment of a receiver, custodian, trustee, examiner, liquidator, or the like of the Parent or such Subsidiary or of all or any substantial part of its Property, or (C) similar relief in respect of the Parent or such Subsidiary under any law relating to bankruptcy, insolvency, reorganization, insolvencywinding-up, or composition or readjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) or more days or (ii) an order for relief against the Parent or any Subsidiary shall be entered in an involuntary case under the Bankruptcy Code; (f) the Parent or any Subsidiary of the Parent shall fail within a period of thirty (30) days after the commencement thereof to discharge or obtain a stay of any attachment, sequestration, forfeiture, or similar proceeding or proceedings involving an aggregate amount in excess of $10,000,000 against any of its assets or Properties; (g) A final judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate (to the extent not paid or fully covered by insurance acknowledged by a carrier reasonably acceptable to the Bank) shall be rendered by a court or courts against the Parent or any Subsidiary of the Parent and the same shall not be satisfied, discharged, or dismissed (or provision shall not be made for such satisfaction, discharge, or dismissal), or a stay of execution or other proceeding stay of enforcement thereof shall not be procured, within sixty (whether federal 60) days from the date of entry thereof and the Parent or stateany Subsidiary of the Parent, as applicable, shall not, within said period of sixty (60) relating days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to relief be stayed during such appeal; (i) the Parent or any Subsidiary of debtors; the Parent shall fail to pay when due any principal of or interest on any Debt (other than the Obligations) beyond the period of grace (if any) if the aggregate principal amount of the affected Debt equals or exceeds $10,000,000, or the maturity of any such Debt shall have been accelerated or shall have been required to be prepaid prior to the stated maturity thereof, (ii) any event shall have occurred with respect to any Debt in the aggregate principal amount equal to or in excess of $10,000,000 that permits the holder or holders of such Debt or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require any prepayment thereof, (iii) any event of default shall have occurred under the Credit Agreement, (iv) any event of default shall have occurred under the Note Agreement or (v) suffer any event of default shall have occurred under any Other Reimbursement Agreement; (i) this Agreement or permit any other Transaction Document shall cease to continue unstayed be in full force and in effect for sixty or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by the Parent or any Subsidiary, or the Parent or any Subsidiary shall deny that it has any further liability or obligation under any of the Transaction Documents; (60j) consecutive The occurrence of any event or condition which constitutes a Material Adverse Effect and thirty (30) days any judgmentshall have passed since written notification thereof to the Parent by the Bank (therein identifying such event or condition) without such event or condition having been remedied, decree cured, or order entered by waived; or (k) The occurrence of a court Change of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsControl.

Events of Default. The occurrence of any If one or more of the following events shall constitute of default (each an “Event of Default”) shall occur and be continuing: (a) a. Borrower shall default in any payment of principal when and as the failure of Borrower to pay any part of the principal ofpayment shall become due and payable, or Borrower shall default in any payment of interest onas required herein, when the Note when due, whether at maturity, by acceleration or otherwise; (b) there same shall have occurred any breach of any covenant, or there is any other default under the Loan Documentsbecome due and payable, and such breach or default shall continue for more than fifteen a period of three (153) days after Lender has provided notice thereof to BorrowerBusiness Days; b. Borrower shall (ci) any representation apply for or warranty made by Borrower herein consent to the appointment of, or in any Loan Document shall prove to have been inaccurate in any material respect when made; the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of its property, (dii) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsof its inability to pay its debts as such debts become due, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (iiii) make a general assignment for the benefit of a creditor; (ii) apply forits creditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file commence a voluntary petition in bankruptcycase under any Bankruptcy Law, or (v) file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law providing for similar relief of debtors, or (whether federal vi) consent or stateacquiesce in writing to any petition duly filed against it in any involuntary case under any Bankruptcy Law; or c. a proceeding or case shall be commenced, without the application or consent of Borrower in any court of competent jurisdiction seeking (i) relating to its liquidation, reorganization, dissolution or winding up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of its assets, (iii) similar relief in respect of it, under any law providing for the relief of debtors, and such proceeding or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvencycase shall continue undismissed, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect effect, for a period of sixty (60) consecutive days any judgment(or such longer period, decree so long as Borrower shall be taking such action in good faith as shall be reasonably necessary to obtain the timely dismissal or stay of such proceeding or case), or (iv) an order for relief shall be entered by a court of competent jurisdiction which approves in an involuntary petition seeking reorganization case under any applicable Bankruptcy Law against Borrower; or d. a Change of Control shall occur; then and in each and every case Lender, by notice in writing to Borrower, may terminate the commitment of Lender hereunder or appointsdeclare the unpaid balance of the Loans and any other amounts payable hereunder to be forthwith due and payable, pursuant to and thereupon such a petitionbalance shall become so due and payable without presentation, a receiverprotest or further demand or notice of any kind, trustee or liquidator for all or a substantial part of its assetswhich are hereby expressly waived; provided that in the case of Section 8(b) and Section 8(c) above, the commitments of Lender hereunder shall automatically terminate and the Loans and any other amounts payable hereunder shall forthwith be due and payable.

Events of Default. The occurrence It shall constitute an event of default ("EVENT OF DEFAULT") if any one or more of the following events shall constitute an “Event of Default”occur for any reason: (a) the any failure of by Borrower to pay (i) the principal of any part Loan when due or (ii) any other amount hereunder within five days of the principal of, or interest on, the Note when date due, in either case whether at maturity, by acceleration upon demand or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made or deemed made by Borrower herein in this Agreement or by Borrower in any of the other Loan Document Documents, shall prove to have been inaccurate be untrue in any material respect when as of the date on which made, deemed made, or furnished; (i) any default shall occur in the observance or performance of any of the covenants and agreements contained in the Security Agreement or in Article 7 of this Agreement, (ii) any default shall occur in the observance or performance of any of the covenants and agreements contained in SECTION 5.3 and such default shall continue for three (3) Business Days or more; or (iii) any default shall occur in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement or any other Loan Document shall continue for five (5) days or more; (d) there Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make file a general assignment voluntary petition in bankruptcy or file a voluntary petition or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the benefit of a creditorfederal Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for, for or consent to, acquiesce in the appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or liquidator similar officer for it or for all or a substantial any part of its assetsproperty; or (iii) be adjudicated a bankrupt or insolvent; make an assignment for the benefit of creditors; (ive) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition shall be filed or an action or proceeding otherwise commenced seeking reorganization reorganization, arrangement, consolidation or appointsreadjustment of the debts of Borrower or any of its Subsidiaries or for any other relief under the federal Bankruptcy Code, pursuant to such a petitionas amended, or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing; (f) a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or liquidator similar officer for Borrower or for all or a substantial any material part of its assetsproperty shall be appointed or a warrant of attachment, execution or similar process shall be issued against any material part of the property of Borrower; (g) Borrower shall file a certificate of dissolution under applicable state law or shall be liquidated, dissolved or wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation; (h) any Loan Document shall be terminated, revoked or declared void or invalid or unenforceable or challenged by Borrower; (i) (A) the Merger Agreement shall be terminated in accordance with its terms pursuant to Sections 8.3(c), 8.4(a) or 8.4(b) thereof or (B) (1) the Merger Agreement shall be terminated in accordance with its terms pursuant to Sections 8.2(a) or 8.2(c) thereof and (2) within twelve (12) months of such termination, an Alternate Transaction (as such term is defined in the Merger Agreement) is consummated or Borrower enters into a definitive agreement to consummate an Alternate Transaction; (j) Lender ceases to have a second priority security interest (or, if no amounts are outstanding to Silicon Valley Bank under the SVB Financing Agreement, a first priority security interest) in the Collateral for any reason other than a release by Lender of its Lien thereon; (k) the holder of any Permitted Lien on the Collateral (other than any lien or attachment arising on the Borrower's account at Fleet National Bank as a result of the Accrue Software litigation described on Section 5.2(g) of the Company Disclosure Schedule (but only to the extent such account contains no more than $200,000) or the exercise by AI Credit Corporation of its rights to insurance proceeds under the arrangement described on Section 5.2(v) of the Company Disclosure Schedule) shall take any action or commence any proceeding to realize in all or any portion thereof; or (l) any event of default shall have occurred and be continuing under the SVB Financing Agreement, and such event of default shall not be have been cured or waived within the applicable period of grace.

Events of Default. The occurrence of any one or more Upon the failure of the following events shall constitute an “Event of Default”: Borrower to pay (a) ----------------- the Principal Amount when and as the same becomes due and payable, whether at maturity thereof, upon the occurrence of an event requiring mandatory prepayment under Section 1(a) hereof, or upon the Borrower's termination of employment requiring payment in full under Section 2 hereof, or (b) the interest on the Note when and as the same becomes due and payable, and such failure of Borrower to pay the Principal Amount or interest continues for ten (10) days, or (y) if the Borrower shall file a petition in bankruptcy or for an arrangement or any similar relief pursuant to Title 11 of the United States Code or under any similar present or future federal law or the law of any other jurisdiction or shall be adjudicated a bankrupt or insolvent, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of all or any substantial part of the principal ofBorrower's property, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking shall admit in writing the Borrower's inability to pay the Borrower's debts generally as they become due, or shall take advantage any action in furtherance of any other law of the foregoing and such event is not cured within 60 days (whether federal or stateeach of the events described in clauses (x) relating and (y) being referred to herein as an "Event of Default"), then, and in any such event, the Lender may declare, by written notice of the Event of Default given to the relief Borrower, the entire Principal Amount to be forthwith due and payable, whereupon the entire Principal Amount outstanding and any accrued and unpaid interest hereunder shall become due and payable without presentment, demand, protest, notice of debtorsdishonor and all other demands and notices of any kind, or admit (all of which are hereby expressly waived. If an Event of Default shall occur hereunder, the Borrower shall pay costs of collection, including reasonable attorneys' fees, incurred by answer, by default or otherwise) the material allegations of a petition filed against it Lender in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsthe enforcement hereof.

Events of Default. The occurrence of any one or more Each of the following events shall constitute is an “Event of Default”” under this Indenture: (a) failure by the failure of Borrower Company to pay principal or premium, if any, on any part of the principal of, or interest on, the Note when due, whether due at maturity, by acceleration upon redemption or otherwiseotherwise (including the failure to pay the Purchase Price for Notes tendered pursuant to an Offer to Purchase); (b) there shall have occurred failure by the Company to pay any breach of interest (including Additional Interest) on any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue Note for more than fifteen (15) 30 calendar days after Lender has provided notice thereof to Borrowerthe interest becomes due; (c) any representation or warranty made failure by Borrower herein or the Company to comply with the notice provisions of Section 4.11 in any Loan Document shall prove to have been inaccurate in any material respect when madeconnection with a Change of Control Triggering Event and such failure continues for a period of 30 calendar days; (d) there shall failure by the Company or any of its Subsidiaries to perform, or breach by the Company or any of its Subsidiaries of, any other covenant, agreement or condition in this Indenture for 90 calendar days after either the Trustee or Holders of at least 25% in principal amount of the outstanding Notes have occurred any event given the Company (and the Trustee if given by the Holders) written notice of default (after giving effect to any permitted cure periods) which has not been waived the breach in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be acceleratedthe manner required by this Indenture; (e) except as permitted in this Indenture, any judgment Note Guarantee of any Significant Subsidiary shall for any reason cease to be, or it shall be obtained asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms; (f) the Company or any Significant Subsidiary, pursuant to or within the meaning of any Debtor Relief Law: (1) commences proceedings to be adjudicated bankrupt or insolvent; (2) consents to the institution of bankruptcy or insolvency proceedings against Borrowerit, or the filing by it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Debtor Relief Laws; (3) consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or (f4) Borrower shall: (i) make makes a general assignment for the benefit of its creditors; (g) a creditor; court of competent jurisdiction enters an order or decree under any Debtor Relief Law that: (ii1) apply for, is for relief against the Company or consent to, any Significant Subsidiary in a proceeding in which the appointment of Company or any Significant Subsidiary is to be adjudicated bankrupt or insolvent; (2) appoints a receiver, trustee interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or liquidator other similar official of the Company or any Significant Subsidiary, or for all or a substantial part substantially all of its assetsthe property of the Company or any Significant Subsidiary; or (iii3) be adjudicated a bankrupt orders the liquidation, dissolution or insolventwinding up of the Company or any Significant Subsidiary; (iv) file a voluntary petition in bankruptcy, and the order or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue decree remains unstayed and in effect for sixty (60) 60 consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsdays.

Events of Default. The occurrence of any Any one or more of the following events shall constitute an “Event of Default”” hereunder: (ai) A failure by the failure of Borrower to pay deliver any part of Loaned Securities on the principal of, date specified for such delivery in accordance with subparagraph 9(a) or interest on, the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach of any covenant, hereof or there is any other default under by the Loan Documents, and such breach Borrower in the due performance or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;observance of any covenant or agreement contained herein; or (cii) any Any representation or warranty made by the Borrower herein or in connection herewith or with any Loan Document borrowing hereunder shall be breached or prove to have been inaccurate in any material respect untrue when made;; or (diii) there shall have occurred A violation by the Borrower, in connection with any event Loaned Securities or the holding or disposition thereof by the Borrower, of default any applicable law, regulation or rule of the United States, any state or any instrumentality of either thereof, the NYSE or any other national securities exchange to the requirements of which the Borrower may be subject, or the Board of Governors of the Federal Reserve System or the National Association of Securities Dealers, Inc.; or (after giving effect to iv) A violation by the Borrower of any permitted cure periods) which has not been waived in writing rule limiting its aggregate indebtedness or requiring a minimum net capital imposed under the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder or imposed by any stock exchange, or the imposition, under any agreements evidencing Borrower's other debt obligationssuch rule, and same has caused such debt obligation to be accelerated; (e) of a prohibition against expansion, or a requirement of any judgment shall be obtained against reduction, of the business of the Borrower; or (fv) The occurrence of any event of which the Borrower shall: is required to notify the Trustee pursuant to clause (i), (iii), (vi), or (vii) of subparagraph 8(b) hereof; or (vi) The Borrower or any bank which has issued a Letter of Credit held as Collateral shall (1) apply for or consent to the appointment of or the taking of possession by a trustee, receiver, custodian, liquidator, conservator or the like of itself or of all or any substantial part of its property, (2) admit in writing its inability, or be generally unable, to pay its debts as such debts become due or voluntarily suspend payment of its obligations, (3) make a general assignment for the benefit of its creditors, (4) commence a creditor; voluntary case under the Federal Bankruptcy Code (iias now or hereafter in effect) apply foror, or consent toin the case of any such bank, under the appointment of a receiveranalogous law pertaining to it, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv5) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, winding-up, or admit composition or adjustment of debts, (by answer6) fail to controvert in a timely or appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it in an involuntary case under such Bankruptcy Code or analogous law, or (7) take any bankruptcycorporate action for the purpose of effecting any of the foregoing; or (vii) A proceeding or case shall be commenced, without the application or consent of the Borrower or any bank which has issued a Letter of Credit held as Collateral, as the case may be, before any court, agency or supervisory authority having jurisdiction in the premises, seeking (1) the liquidation, reorganization, dissolution, winding-up, marshaling of assets or composition or adjustment of debts of the Borrower or such bank, (2) the appointment of a trustee, receiver, custodian, liquidator, conservator or the like of the Borrower or such bank or of all or any substantial part of its assets or (3) similar relief in respect of the Borrower or such bank under any law relating to bankruptcy, insolvency, reorganization, winding-up or other composition and adjustment of debts, and such proceeding (whether federal or state) relating to relief case shall continue undismissed, or an order, judgment or decree approving or ordering any of debtors; or (v) suffer or permit to the foregoing shall be entered and continue unstayed and in effect effect, for sixty (60) consecutive days a period of 30 days; or any judgment, decree action shall be taken by any agency or order entered by a court of competent supervisory authority having jurisdiction which approves results in the occurrence of any of the events specified in clauses (1) through (3) above; or any order for relief against the Borrower or any such bank shall be entered in an involuntary petition seeking reorganization proceeding or appointscase under such Bankruptcy Code or, pursuant in the case of any such bank, under the analogous law pertaining to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsit.

Events of Default. The Upon the occurrence of any one Event of Default (as defined below), the Holder may declare the entire unpaid principal of this Note, and all unpaid interest thereon, to be immediately due and payable, and the Holder of this Note may thereupon proceed to protect and enforce its rights either by suit in equity or more by other appropriate proceedings, whether for specific performance (to the extent permitted by law) of any covenant or agreement contained herein or in aid or exercise of any power granted herein, or proceed to enforce the payment of this Note or to enforce any other legal or equitable right of the Holder. If an Event of Default shall occur or exist and this Note is placed in the hands of an attorney for collection or suit is filed herein, or proceedings are had in bankruptcy or similar proceedings for the establishment or collection of any amount called for hereunder, the Maker agrees to pay the Holder hereof reasonable attorneys or collection fees actually incurred. For the purposes hereof, an "Event of Default" shall exist if any of the following events shall constitute an “Event of Default”occurs and is continuing for the periods indicated: (a) the failure of Borrower Maker fails to pay when due on any part payment hereunder when and as such payment shall become due and payable, and shall fail to cure such default within three (3) days after notice to the Maker by the Holder of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise;written demand for such payment; or (b) there shall have occurred any breach the Maker pursuant to the meaning of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shallBankruptcy Law: (i) make commences a voluntary case; (ii) consents to an involuntary case, (iii) consents to the appointment of a Custodian for it or for all or substantially all of its property or (iv) makes a general assignment for the benefit of its creditors; or (c) a creditor; court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Maker in an involuntary case, (ii) apply for, appoints a Custodian for the Maker or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part substantially all of its assets; property or (iii) be adjudicated orders the complete liquidation of the Maker in a bankrupt proceeding other than as described in clause (c), and the order or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue decree remains unstayed and in effect for sixty (60) 60 consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsdays.

Events of Default. The occurrence of any one or more Any of the following events which occur shall constitute an “Event of Default”: (a) the failure of Borrower Borrowers shall fail to pay when due (and in the appropriate currency) any part amount of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwiseLoan; (b) there any representation or warranty by the Borrowers under or in connection with this Agreement shall prove to have occurred been incorrect in any breach of any covenant, material respect when made or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerdeemed made; (c) if there should occur a breach of any representation term or warranty made by Borrower herein condition of this Agreement (other than as set out in subsection (a) hereof) and such breach is not remedied within ten (10) Business Days of the Borrowers actually becoming aware, or in any Loan Document shall prove to of when the Borrowers should reasonably have been inaccurate in any material respect when madebecome aware, of such breach; (d) if there shall have occurred should occur a breach of any event of default term or condition under (after giving effect i) the Red Kite Loan Agreement or the JV Agreement or (ii) any other material contract, lease, agreement, judgment, decree or order to which either Borrower is a party or by which it or its properties may be bound, and any permitted such breach referred to in clause (i) or (ii) above is not remedied within the applicable cure periods) which has not been waived in writing period provided under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be acceleratedagreement; (e) any judgment if either Borrower shall be obtained against Borrower; or (f) Borrower shall: (i) become insolvent, or shall make a bulk sale of substantially all of its assets or a general assignment for the benefit of its creditors or a creditor; proposal under any bankruptcy or insolvency legislation, or if a bankruptcy petition shall be filed or presented, or if a custodian or a receiver and manager or any other officer with similar powers shall be appointed under applicable bankruptcy and insolvency law over its property, or any substantial part thereof; (f) if an encumbrancer shall lawfully take possession of the property of either Borrower or any substantial part thereof or shall commence taking steps to lawfully take possession of the property of either Borrower or any substantial part thereof; (g) either Borrower shall (i) liquidate, wind up or dissolve (or suffer any liquidation, wind-up or dissolution), (ii) apply forsuspend its operations other than in the ordinary course of business, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated take any action to authorize any of the actions or events set forth in clause (i) or (ii) above; or (h) a bankrupt material adverse change in the business, results of operations or insolvent; condition (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default financial or otherwise) of either Borrower shall have occurred since June 23, 2014 which gives grounds to conclude, in the material allegations reasonable judgment of a petition filed against it in any bankruptcythe Lender, reorganization, insolvencythat such Borrower may not, or other proceeding (whether federal will be unable to, perform or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and observe in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of the normal course its assetsobligations under this Agreement.

Events of Default. The occurrence of any one or more Each of the following events shall constitute an “Event be deemed a default by the Tenant and a breach of Default”this Lease: a. Failure to pay the rent, or any part of it, (except for additional rent), for a period of ten (10) days after written notice from Landlord that such rent is due. b. Failure to do, observe, keep and perform any of the terms, covenants, conditions, agreements and provisions of this Lease on the part of the Tenant to be done, observed, kept and performed, including failure to pay additional rent not subject to subparagraph (a) the failure and other sums due to Landlord under this Lease, if any, for a period of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; thirty (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (1530) days after Lender has provided written notice thereof mailed by Landlord to Borrower;Tenant. (c) any representation c. The abandonment of the Premises by the Tenant, the filing of a voluntary or warranty made involuntary petition under the Bankruptcy Act concerning the Tenant, the making by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event the Tenant of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of creditors, the taking by the Tenant of the benefit of any insolvency act or law, the calling by Tenant of a creditor; (ii) apply formeeting of creditors, or consent tothe admission in writing by Tenant of inability to pay its obligations as they become due, the offering by Tenant of a composition to creditors of Tenant, the appointment of a receiverpermanent receiver or trustee in bankruptcy for the Tenant’s property, trustee or liquidator for the appointment of a temporary receiver which is not vacated or set aside within ninety (90) days after the date of such appointment. d. Dissolution of the Tenant or other disposition of all or a substantial part substantially all of its assets; assets provided, that the Tenant may, without violating the lease provisions, consolidate with or merge into another domestic corporation (that is, a corporation organized and existing under the laws of one of the States of the United States of America), or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be, (i) is authorized to do business in Indiana, (ii) is a domestic corporation as described above and (iii) assumes in writing all of the obligations of Tenant under this Lease. e. For the purpose of subparagraph (b) of this Paragraph, if a default is other than one which may be adjudicated a bankrupt cured by the payment of money, no default on the part of the Tenant in the performance of work required to be performed or insolvent; (iv) file a voluntary petition in bankruptcy, acts to be done or file a petition or an answer seeking reorganization or an arrangement conditions to be met shall be deemed to exist if steps shall have been commenced promptly by the Tenant to rectify the failure of performance and shall be prosecuted to completion with creditors, or seeking to take advantage diligence and continuity. In the event of any other law (whether federal or state) relating default by the Tenant, and at any time thereafter, the Landlord at Landlord’s option may serve a written notice upon the Tenant that the Landlord elects to terminate this Lease upon a specified date after the relief date of debtors, or admit (by answer, by serving such notice and this Lease shall then terminate on the date specified as if that date had been originally fixed as the expiration date of the term of this Lease. No default or otherwise) failure to perform by the material allegations of a petition filed against it Tenant shall be deemed waived unless the waiver is in any bankruptcywriting, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered signed by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsthe Landlord.

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”Default hereunder: (a) Default in the failure of Borrower to pay any part payment of the principal of, of or interest on, on the indebtedness evidenced by the Convertible Note when due, whether at maturity, by acceleration or otherwisein accordance with the terms of the Convertible Note; (b) there A default or event of default shall have occurred any breach occur in respect of any covenant, of the other Convertible Notes or there is any other indebtedness of the Company that exceeds, in the aggregate, $75,000 and, if subject to a cure right, such default under the Loan Documents, and such breach or event of default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowernot be cured within the applicable cure period; (c) any representation The Company shall be liquidated, dissolved, partitioned or warranty made by Borrower herein terminated, or in any Loan Document the charter thereof shall prove to have been inaccurate in any material respect when madeexpire or be revoked; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: The Company (i) shall generally not pay or shall be unable to pay its debts as such debts become due, or (ii) shall make a general an assignment for the benefit of a creditor; (ii) creditors or petition or apply for, or consent to, to any tribunal for the appointment of a receivercustodian, receiver or trustee or liquidator for all it or a substantial part of its assets; , or (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of shall commence any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in proceeding under any bankruptcy, reorganization, insolvencyarrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or other (iv) shall have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within thirty (whether federal or state30) relating to relief of debtors; days, or (v) suffer shall indicate, by any act or permit to continue unstayed intentional and purposeful omission, its consent to, approval of or acquiescence in effect for sixty (60) consecutive days any judgmentsuch petition, decree application, proceeding or order entered by for relief or the appointment of a court of competent jurisdiction which approves an involuntary petition seeking reorganization custodian, receiver or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all it or a substantial part of its assets, or (vi) shall suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of thirty (30) days or more; (e) Failure of the Company to perform any of its obligations, covenants or agreements under this Agreement or any of the other Transaction Documents (other than the payment of the principal of or interest on the indebtedness evidenced by the Convertible Note, which shall be subject to SUBSECTION 6.1(a) above and not this SUBSECTION (e)); (f) A default or event of default shall occur under any of the other Transaction Documents or under the Prior Transaction Documents and, if subject to a cure right, such default or event of default shall not be cured within the applicable cure period; (g) The Purchaser's inability to convert the Convertible Note into Conversion Shares upon written notice to the Company as provided for herein due to the Company's failure to comply with (and not due to the holder's failure to meet all applicable investor suitability requirements of) the then-applicable requirements of all federal, state and local securities laws and regulatory agencies charged with enforcing securities laws as provided for in SECTION 2.4 of this Agreement; (h) The Company shall fail to provide the Agent with a copy of a signed letter of intent with an investor who is, and on terms and conditions that are, reasonably satisfactory to the Agent, dated no later than February 28, 2002, pursuant to which such investor agrees to acquire equity in the Company in consideration for an investment of at least three million dollars ($3,000,000) (the "EQUITY INVESTMENT"); (i) The Equity Investment shall fail to fund by April 15, 2002; (j) A default or event of default shall occur in respect of any agreement of the Company that requires the payment by the Company of an amount in excess of $75,000; or (k) Either of the Company's agreements with Consumer Empowerment B.V. (better known as "Kazaa") or StreamCast Networks, Inc. (better known as "Morpheus") shall be terminated or amended in such a way as to result in a Material Adverse Effect. With respect to any Event of Default described above in SUBSECTIONS 6.1(e), (f) and (j) that is capable of being cured and that does not already provide its own cure procedure (a "CURABLE DEFAULT"), the occurrence of such Curable Default shall not constitute an Event of Default hereunder if the Company provides notice to the Purchaser of such Curable Default in accordance with the provisions hereof within three (3) business days of the Company learning of such default and such Curable Default is fully cured and/or corrected within fifteen (15) days of the Company's notice thereof to the Purchaser.

Events of Default. The occurrence of any one or more of In the following events shall constitute an “Event of Default”: event that (a) the failure any Guarantor shall file a petition to take advantage of Borrower to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise; insolvency statute; (b) there any Guarantor shall have occurred any breach of any covenant, commence or there is any other default under the Loan Documents, and such breach or default shall continue suffer to exist a proceeding for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee trustee, liquidator or liquidator for conservator of itself or of the whole or substantially all or a substantial part of its assetsproperty; (iiic) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or any Guarantor shall file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or similar law of any other law country; (whether federal or stated) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves shall enter an involuntary order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of any Guarantor or of the whole or substantially all of its properties, or approve a petition filed against any Guarantor seeking reorganization or appointsarrangement or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state or similar law of any other country, pursuant to such a petitionor if, under the provisions of any other law for the relief or aid of debtors, a receiver, trustee court of competent jurisdiction shall assume custody or liquidator for control of any Guarantor or of the whole or substantially all or a substantial part of its assets.properties and such order, judgment, decree, approval or assumption remains unstayed or undismissed for a period of thirty (30) days; (e) there is commenced against any Guarantor any proceeding or petition seeking reorganization, arrangement or similar relief under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which proceeding or petition remains unstayed or undismissed for a period of thirty (30) days; (f) there shall occur an Event of Default under the Credit Agreement; (g) any default shall occur in the payment of amounts due hereunder; or (h) any other default shall occur hereunder which remains uncured or unwaived for a period of thirty (30) days (each of the foregoing being an "Event of Default" hereunder); then notwithstanding any collateral that the Lender may

Events of Default. The occurrence of If any one or more of the following events shall constitute an “Event of Default”occur and be continuing: (a) the failure of The Borrower shall fail to pay any part principal of any Loan when due in accordance with the principal ofterms hereof, or to pay any interest onon any Loan, or any other amount payable hereunder, within 5 Business Days after any such amount becomes due in accordance with the Note when due, whether at maturity, by acceleration or otherwiseterms hereof; (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any Any representation or warranty made by Borrower herein to the Administrative Agent or any Lender in any Loan Document shall prove connection with the execution and delivery of this Agreement or the making of Loans hereunder proves to have been inaccurate incorrect in any material respect when made, and the future financial position or business operations of the Borrower could reasonably be expected to be materially and adversely affected from what would be the case had such representation and warranty not been incorrect; (c) The Borrower shall default in the performance of any other term, covenant, or provision contained in this Agreement (other than as provided in paragraphs (a) and (b) of this Section) and such default shall continue unremedied for 30 days; (d) there The Borrower or any of its Material Subsidiaries shall have occurred any event (i) apply for or consent to the appointment of, or the taking of default possession by, a receiver, custodian, trustee, or liquidator of itself or of all or a substantial part of its property, (after giving effect to any permitted cure periodsii) which has not been waived admit in writing under any agreements evidencing Borrower's other debt obligationsits inability, and same has caused or be generally unable, to pay its debts as such debt obligation to be accelerated; debts become due, (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (iiii) make a general assignment for the benefit of a creditor; (ii) apply forits creditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file commence a voluntary petition case under the federal bankruptcy laws (as now or hereafter in bankruptcyeffect), or (v) file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, winding-up, or admit composition or readjustment of debts, (by answervi) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it the Borrower or any of its Material Subsidiaries in an involuntary case under such federal laws, or (vii) take any corporate action for the purpose of affecting any of the foregoing; (e) A case or other proceeding shall be commenced (including commencement of such case or proceeding by way of service of process on the Borrower or any of its Material Subsidiaries), in any bankruptcycourt of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of debts of the Borrower or any of its Material Subsidiaries, (ii) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or any of its Material Subsidiaries or of all or any substantial part of their respective assets, (iii) similar relief in respect of the Borrower or any of its Material Subsidiaries under any law relating to bankruptcy, insolvency, reorganization, winding up, or other proceeding (whether federal composition or state) relating to relief readjustment of debtors; debts, or (v) suffer a warrant of attachment, execution, or permit to similar process shall be issued against a substantial part of the property of the Borrower or any of its Material Subsidiaries and such case, proceeding, warrant, or process shall continue undismissed or unstayed and in effect for sixty (60) consecutive days any a period of 45 days, or an order, judgment, or decree approving or order ordering any of the foregoing shall be entered in an involuntary case under such federal bankruptcy laws; (f) A trustee shall be appointed to administer any Plan under Section 4042 of ERISA, or the PBGC shall institute proceedings to terminate, or to have a trustee appointed to administer any Plan and such proceedings shall continue undismissed or unstayed and in effect for a period of 30 days, and any such event shall result in any liability which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries, if any; (g) The Borrower or any of its Material Subsidiaries shall (i) default in any payment of principal or interest in an aggregate amount of $25,000,000 or more (or in the payment of any guarantee thereof) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or guarantee thereof was created or (ii) default beyond any applicable grace period in the observance or performance of any other agreement or condition relating to any Indebtedness in an aggregate amount of $25,000,000 or more or any guarantee thereof 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 of such Indebtedness to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; provided, however, if such default shall be cured by the Borrower or any Material Subsidiary or waived by the holders of such Indebtedness and any acceleration of maturity having resulted from such default shall be rescinded or annulled, in each case in accordance with the terms of such agreement or instrument, without (i) any modification of the terms of such Indebtedness requiring the Borrower or any such Material Subsidiary to furnish additional or other security therefor, reducing the average life to maturity thereof or increasing the principal amount thereof or (ii) any agreement by the Borrower or any such Material Subsidiary to furnish additional or other security therefor or to issue in lieu thereof Indebtedness secured by additional or other collateral or with a shorter average life to maturity or in a greater principal amount, then any default hereunder by reason thereof shall be deemed likewise to have been thereupon cured or waived; or (h) There shall have been entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization within the United States and shall not have been vacated, discharged or appoints, pursuant to stayed within sixty (60) days from the entry thereof (or such a petition, a receiver, trustee longer period as may be provided by law) one or liquidator more final judgments or final decrees for all payment of money against the Borrower or a substantial part any of its assetsMaterial Subsidiaries involving in the aggregate a liability (to the extent not paid or covered by insurance) in excess of $25,000,000; then, and in any such event, (A) if such event is an Event of Default specified in paragraph (d) or (e) of this Section with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Majority Lenders, the Administrative Agent may, or upon the request of the Majority Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Majority Lenders, the Administrative Agent may, or upon the request of the Majority Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Events of Default. The occurrence of any one or more of the following events shall constitute an “Event event of Default”: (a) default hereunder: Failure of TENANT to commence business within the failure of Borrower to pay any part time period specified in Section 12 hereof; and, Discontinuance by TENANT of the principal of, continuous conduct of all or interest on, a substantial portion of its business in the Note when due, whether at maturity, by acceleration or otherwise; (b) there shall have occurred any breach Demised Premises for a period of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof or greater; and, The filing of a petition by or against TENANT for adjudication as a bankrupt or insolvent, or for its reorganization or for the appointment of a receiver or trustee of TENANT’S property; any reorganization or proceedings under any provisions of the Federal Bankruptcy Code; an assignment by TENANT for the benefit of creditors; or the taking possession of the property of TENANT by any governmental officer or agency pursuant to Borrower; (c) any representation the statutory authority for the dissolution or warranty made by Borrower herein liquidation of TENANT. If a petition in a bankruptcy or insolvency or for reorganization for the appointment of a receiver or trustee of all or a portion of the property of TENANT shall be filed against TENANT in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect court, pursuant to any permitted cure periods) which has not been waived in writing under statute either of the United States or of any agreements evidencing Borrower's other debt obligationsstate, and same has caused if, within thirty (30) days thereafter, TENANT fails to secure a discharge thereof, or if TENANT shall voluntarily file any such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) petition or make a general an assignment for the benefit of a creditor; (ii) apply forcreditors or petition for or enter into an arrangement, or consent if this Lease is taken under writ of execution (herein called “Act of Bankruptcy”), then TENANT shall be deemed in breach and default of this Lease and LANDLORD, in its discretion and at its election may, to the extent permitted by law, elect to cancel and terminate this Lease. If this Lease is assumed or assigned by a trustee pursuant to the provision of the Bankruptcy Reform Act of 1978 (“Bankruptcy Act”) (11 USC 1 et seq.), then the trustee shall cure any default under this Lease and shall provide such adequate assurance of future performance of this Lease as are required by the Bankruptcy Act (including, but not limited to, the appointment requirements of Section 365[b][3] which require thereof adequate assurance (“Adequate Assurance”) of the course of rent and other considerations due under this Lease. The assumption or assignment of this Lease will not breach substantially any provision such as a receiverradius, trustee location, use or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition exclusivity provision in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) Lease relating to the relief Shopping Center; and the assumption or assignment of debtorsthis Lease will not disrupt substantially any tenant mix or balance in such Shopping Center. If the trustee does not cure such defaults and provide such Adequate Assurance under the Bankruptcy Act within the applicable time periods provided by the Bankruptcy Act, then this Lease shall be deemed rejected and LANDLORD shall have the right to immediate possession of the Demised Premises and shall be entitled to all remedies provided by the Bankruptcy Act for damages for breach and or termination of this Lease; and Failure of TENANT to pay within five (5) days of when due any installment of base rent, additional rent hereunder or any other sum hereunder required to be paid by TENANT; and Vacation or desertion of the Demised Premises or permitting the same to be empty and unoccupied or the failure to operate during the hours herein required; and, TENANT’S removal or attempt to remove, or admit (manifesting an intention to remove, TENANT’S goods or property from or out of the Demised Premises otherwise than in the ordinary and usual course of business without having first paid and satisfied LANDLORD for all rent which may become due during the entire term of this Lease; and TENANT’S failure to perform or abide by answerany other term, by default or otherwise) the material allegations of a petition filed against it in any bankruptcyprovision, reorganizationcovenant, insolvencyagreement, undertaking, or other proceeding condition of this Lease within three (whether federal or state3) relating to relief days after written notice and demand, unless the failure is of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petitioncharacter as absolutely to require more than three (3) days to cure, a receiverin which event TENANT’S failure to proceed immediately, trustee or liquidator for all or a substantial part continuously, and diligently to cure fully and completely such failure shall constitute an event of its assetsdefault.

Events of Default. The occurrence of any one or more Each of the following events shall constitute and is referred to in this Refunding Agreement as an “"Event of Default”": (a) a failure by the Company to make when due any payment required to be made pursuant to Section 4.2 hereof, which failure shall have resulted in an "Event of Borrower to pay any part Default" under clause (a), (b) or (e) of Section 10.1 of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwiseIndenture; (b) there shall have occurred a failure by the Company to pay when due any breach of other amount required to be paid under this Refunding Agreement or to observe and perform any covenant, condition or there is any other default under the Loan Documentsagreement on its part to be observed or performed, and such breach or default which failure shall continue for more than fifteen a period of ninety (1590) days after Lender has provided notice thereof written notice, specifying such failure and requesting that it be remedied, shall have been given to Borrowerthe Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Issuer and the Trustee shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and is being diligently pursued; (c) the expiration of a period of ninety (90) days following: (i) the adjudication of the Company as a bankrupt by any representation court of competent jurisdiction; (ii) the entry of an order approving a petition seeking reorganization or warranty made by Borrower herein arrangement of the Company under the federal bankruptcy laws or any other applicable law or statute of the United States of America, or of any state thereof; or (iii) the appointment of a trustee or a receiver of all or substantially all of the property of the Company, unless during such period such adjudication, order or appointment of a trustee or receiver shall be vacated or shall be stayed on appeal or otherwise or shall have otherwise ceased to continue in any Loan Document shall prove to have been inaccurate in any material respect when made;effect; or (d) there shall have occurred any event the filing by the Company of default (after giving effect to any permitted cure periods) which has not been waived a voluntary petition in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general bankruptcy or the making of an assignment for the benefit of a creditorcreditors; (ii) apply for, or consent to, the consenting by the Company to the appointment of a receiver, receiver or trustee or liquidator for of all or a substantial any part of its assetsproperty; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file the filing by the Company of a petition or an answer seeking reorganization or an arrangement with creditorsunder the federal bankruptcy laws, or seeking any other applicable law or statute of the United States of America, or of any state thereof; or the filing by the Company of a petition to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsinsolvency act.

Events of Default. Upon the occurrence and during the continuance of an Event of Default (as defined below), the Holder shall be entitled, as its sole remedy, by written notice to the Borrower, to declare this Note to be, and upon such declaration this Note shall be and become, immediately due and payable. The occurrence of any one or more of the following events shall constitute an “Event of Default”: (a) the failure of The Borrower fails to pay any part of to the principal ofHolder, or interest on, the Note when due, whether at maturitythe full amount outstanding under this Note in full by December 31, by acceleration or otherwise2024; (b) there shall have occurred any breach of any covenantAny liquidation, dissolution, or there is any other default under winding up of the Loan DocumentsBorrower, and such breach whether voluntary or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerinvoluntary; (c) The institution by the Borrower of proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Borrower to institution of bankruptcy or insolvency proceedings against the Borrower (or of any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (dsubstantial part of its property) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forfederal or state law, or the consent toby the Borrower to or acquiescence in the filing of any petition relating thereto, or the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyliquidator, assignee, trustee, or file a petition other similar official of the Borrower, or the making by the Borrower of an answer seeking reorganization or an arrangement with assignment for the benefit of creditors, or the admission by the Borrower in writing of its inability to pay its debts generally as such debts become due; or (d) Commencement of proceedings against the Borrower seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, liquidation, dissolution, or other proceeding similar relief under any present or future statute, law, or regulation, if such proceedings have not been dismissed or stayed within ninety (whether federal 90) days of commencement thereof, or state) relating to relief the setting aside of debtors; any such stay of any such proceedings, or (v) suffer the appointment without the consent or permit to continue unstayed and in effect for sixty (60) consecutive days acquiescence of the equity holders of the Borrower of any judgmenttrustee, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for of the Borrower or of all or a any substantial part portion of its assetsthe properties of the Borrower, if such appointment has not been vacated within ninety (90) days thereof.

Events of Default. The occurrence entire unpaid principal amount of this Note and the interest due hereon shall, at the option of the Holder exercised by written notice to the Obligor forthwith become and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events shall constitute an “Event (herein called "Events of Default”") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice: (a) if default shall be made in the failure of Borrower to pay any part due and punctual payment of the interest and/or principal of, or interest on, the of this Note when dueand as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of five (5) business days following Obligor’s receipt of written notice from Obligor advising of such default; (b) there shall have occurred any breach if the Obligor shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) file a petition in bankruptcy or petition to take advantage of any covenantinsolvency act; (iii) make assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of the whole or any substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; (vi) file a petition or there is answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other default under applicable law or statute of the Loan DocumentsUnited States of America or any State, and such breach district or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;territory thereof; or (c) if the court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any representation substantial part of the Obligor's property, and such other, judgment or warranty made by Borrower herein decree shall not be vacated or in any Loan Document shall prove to have been inaccurate in any material respect when madeset aside or stayed with ninety (90) days from the date of entry thereof; (d) there if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall have occurred assume custody or control of the whole or any event substantial part of default ▇▇▇▇▇▇▇'s property and such custody or control shall not be terminated or stayed within (after giving effect to any permitted cure periods90) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused days from the date of assumption of such debt obligation to be accelerated;custody or control; and (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: if (i) make a general assignment for the benefit Obligor sells, licenses, or otherwise transfers all or substantially all of a creditor; its assets or (ii) apply for, merges with or consent to, the appointment into another entity in a change of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetscontrol transaction.

Events of Default. The occurrence of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default”: (a) 1. The Borrower defaults in the failure of Borrower to pay any part payment of the principal of, or interest on, of the Note when due, whether the same becomes due and payable at its stated maturity, by acceleration upon declaration or otherwise;, and such default continues uncured for a period of five (5) days. (b) there shall have occurred any breach 2. Subject to the Borrower’s rights under Article II, Section E, the Borrower defaults in the payment of any covenantinterest on the Note, or there is any other default obligation under the Loan DocumentsDocuments (other than principal) when such interest or other obligation becomes due and payable, and such breach default continues uncured for a period of five (5) days. 3. The Borrower shall fail to perform or default shall continue observe any term, covenant or agreement contained in this Agreement or in any other Loan Document and such failure continues for more than fifteen a period of thirty (1530) days after receipt by the Borrower of a Notice of Default (as defined in this Clause 3), provided that, a default under this Clause 3 is not an Event of Default until the Lender has provided notice thereof to Borrower; (c) any representation or warranty made by notifies the Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event writing of the default and the Borrower does not cure such default (and such default is not waived) within the time periods specified in this Clause 3, after giving effect to any permitted cure periods) actual receipt of such notice (a “Notice of Default”), which has not been waived in writing under any agreements evidencing Borrower's other debt obligationsmust specify the default, demand that it be remedied and same has caused state that such debt obligation to be accelerated;notice is a Notice of Default. (e) any judgment 4. The Borrower shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, any proceeding shall be instituted by or against the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a Borrower seeking to adjudicate it bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage liquidation, winding up, reorganization, arrangement, adjustment, protection, or relief of it or its debts under any other law (whether federal or state) relating to the bankruptcy, insolvency or reorganization or relief of debtors, or admit (by answer, by default seeking the entry of an order for relief or otherwise) the material allegations appointment of a petition filed against it in any bankruptcycustodian, reorganizationreceiver, insolvency, trustee or other proceeding similar official for it or for any substantial part of its property and, in the case of any such proceedings instituted against the Borrower (whether federal but not instituted by it), either such proceedings shall remain undismissed or state) relating to relief unstayed for a period of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days or any judgmentof the actions sought in such proceedings shall occur. 5. Any representation or warranty made by the Borrower in Article III, decree Section A hereof shall be incorrect in any material respect when made or order entered deemed made; provided that, if such lack of correctness is capable of being corrected, remedied or cured, the Borrower shall have a period of 30 days within which to correct, remedy or cure such lack of correctness; provided further that, such 30 day period shall commence upon the earlier of (i) the date upon which written notice from the Lender of such incorrect representation or warranty is received by the Borrower or (ii) the date upon which an executive officer of the Borrower has obtained knowledge of such incorrectness. 6. The Borrower fails (i) to make any payment when due in respect of any funded indebtedness for borrowed money with a court stated principal amount outstanding in excess of competent jurisdiction which approves an involuntary petition seeking reorganization $100,000,000, and such failure continues beyond any applicable grace period, extension or appointsgiving of any notice, pursuant if any, provided therefor or (ii) to observe any term or covenant in any document governing funded indebtedness for borrowed money with a stated principal amount outstanding in excess of $100,000,000, and such a petitionfailure continues beyond any applicable grace period, a receiverextension or the giving of any notice, trustee or liquidator for all or a substantial part if any, provided therefor and the holders of such indebtedness have declared the obligations in respect of such indebtedness due and payable prior to its assetsstated maturity.

Events of Default. The occurrence entire unpaid Principal amount of this Note and all accrued and unpaid Interest shall, at the option of the Holder exercised by written notice to the Obligor forthwith become immediately and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called "Events of Default") shall constitute have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice; provided that, notwithstanding the foregoing, if an “Event of Default”Default specified in clause (b) or (c) of this Section 9 occurs, all such amounts due under this Note shall become and be immediately due and payable without any notice, declaration or other act on the part of the Holder of this Note: (a) if the failure Principal of Borrower to pay any part of this Note and the principal of, or interest on, Interest due thereon is not paid when and as the Note when duesame shall become due and payable, whether at maturity, or by acceleration or otherwise;, and such default have continued for a period of seven (7) days. (b) there shall have occurred any breach if the Obligor shall: (i) file a petition in bankruptcy or petition to take advantage of any covenantinsolvency act; (ii) on a petition in bankruptcy filed against the Obligor, be adjudicated a bankrupt; or (iii) file a petition or there is answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other default under applicable law or statute of the Loan DocumentsUnited States of America or any State, and such breach district or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerterritory thereof; (c) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any representation substantial part of the Obligor's property, and such other judgment or warranty made by Borrower herein decree shall not be vacated or in any Loan Document shall prove to have been inaccurate in any material respect when madeset aside or stayed with thirty (30) days from the date of entry thereof; (d) there if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall have occurred assume custody or control of the whole or any event substantial part of default Obligor's property and such custody or control shall not be terminated or stayed within (after giving effect to any permitted cure periods30) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused days from the date of assumption of such debt obligation to be acceleratedcustody or control; (e) if any judgment money judgment, writ or similar process shall be obtained entered or filed against Borrower; orthe Obligor or any Subsidiary or any of its or their property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of sixty (60) days; (f) Borrower shall: there shall occur a dissolution, liquidation, or winding up of Obligor, any Subsidiary or any substantial portion of its or their business; (g) if there is any cessation of operations by Obligor or any Subsidiary or Obligaor or any Subsidiary admits it is otherwise generally unable to pay its debts as such debts become due; (h) the failure by the Obligor or any Subsidiary to maintain any material intellectual property rights, personal property, real property or other assets or rights which are necessary to conduct its business (whether now or in the future); (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves issues an involuntary petition seeking reorganization order declaring this Note, any other Transaction Document or appoints, pursuant any provision hereunder or thereunder to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assets.be illegal; or

Events of Default. The occurrence of any one or more of the following events ------------------- shall constitute an “Event of Default”:Default hereunder (a) the failure Failure of Borrower Maker to pay any part of the principal of, or and interest on, upon the Note when due, whether at maturity, by acceleration or otherwise;Maturity (b) there shall have occurred Failure of Maker to pay any breach of amount or perform any covenant, or there is any other default obligation under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to BorrowerAgreement; (c) any representation Maker shall admit in writing his inability to, or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when madebe generally unable to, pay his undisputed debts as such undisputed debts become due; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower Maker shall: (i1) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of all or a substantial part of his property; (2) make a general assignment for the benefit of a creditorhis creditors; (ii3) apply for, or consent to, commence a voluntary case under the appointment of a receiver, trustee or liquidator for all or a substantial part of its assetsUnited States Bankruptcy Code; (iii) be adjudicated a bankrupt or insolvent; (iv4) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtorsbankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding-up, or admit composition or readjustment of debts; (by answer5) fail to controvert in a timely and appropriate manner, by default or otherwise) the material allegations of a acquiesce in writing to, any petition filed against it him in an involuntary case under the United States Bankruptcy Code; or (6) take any action for the purpose of effecting any of the foregoing; (e) A proceeding or case shall be commenced, without the application or consent of Maker, in any court of competent jurisdiction, seeking: (1) his financial reorganization, liquidation or arrangement, or the composition or readjustment of his debts, (2) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of Maker or of all or any substantial part of his property; or (3) similar relief in respect of Maker under any law relating to bankruptcy, reorganization, insolvency, reorganization or other composition or adjustment of debts, and such proceeding (whether federal or state) relating to relief case shall continue undismissed, or an order, judgment or decree approving or ordering any of debtors; or (v) suffer or permit to the foregoing shall be entered and continue unstayed and in effect effect, for sixty a period of 30 or more days; or an order for relief against Maker shall be entered in an involuntary case under the United States Bankruptcy Code; or (60f) consecutive days any judgment, decree A final judgment or order entered judgments issued by a court of competent jurisdiction which approves an involuntary petition seeking reorganization for the payment of money in excess of $5,000 in the aggregate (exclusive of judgment amounts fully covered by insurance where the insurer has admitted liability in respect of such judgment) or appointsin excess of $10,000 in the aggregate (regardless of insurance coverage) shall be rendered by a one or more governmental persons having jurisdiction against Maker and the same shall not be discharged (or provision shall not be made for such discharge), pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part stay of its assetsexecution of the relevant judgment shall not be procured, within 30 days from the date of entry of such judgment and Maker shall not, within that 30-day period, or such longer period during which execution of the same shall have been stayed, appeal from and cause the execution of such judgment to be stayed during such appeal.

Events of Default. The occurrence of any Any one or more of the following events shall constitute be an “Event of Default”” hereunder: (a) There shall occur a Default Event under the failure Debenture or under the Guarantee, which is not cured within 30 days after written notice of Borrower default is delivered to pay any part of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise;Grantor. (b) there Grantor shall have occurred breach in any breach of material respect any covenantterm, provision, warranty or there representation under this Agreement, which is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) not cured within 30 days after Lender has provided written notice thereof of default is delivered to Borrower;the Grantor. (c) any representation If Grantor should be unable to pay its debts as they mature; or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) should make a general an assignment for the benefit of a creditor; (ii) apply forcreditors or to an agent authorized to liquidate any substantial amount of its properties or assets, or should file a voluntary petition in bankruptcy or seeking reorganization or to effect a plan or other arrangement with creditors; or should file an answer admitting the jurisdiction of any court and the material allegations of an involuntary petition filed pursuant to any Act of Congress relating to bankruptcy or reorganization; or should join in any such petition for an adjudication or for a reorganization or other arrangement; or should become or be adjudicated a bankrupt; or should apply for or consent to, to the appointment of or consent that an order be made appointing any receiver or trustee for itself or for any of its properties, assets or business; or if an order should be entered pursuant to any Act of Congress relating to bankruptcy or reorganization; or if a receiver, receiver or a trustee or liquidator should be appointed for all or a substantial part of its assets; properties, assets or business. (iiid) If any warrant of attachment, execution or other writ shall be adjudicated issued or levied upon any of the Collateral or Pledged Stock, and such attachment, execution or other writ shall remain undischarged and unstayed for a bankrupt period in excess of thirty (30) days or insolvent; Grantor shall fail to post (ivor cause to be posted) file a voluntary petition an indemnity bond for the maximum liability pursuant to any such attachment, execution or other writ. (e) Grantor shall voluntarily or involuntarily discontinue business. (f) Should any statements, schedules or other documents furnished by Grantor to Secured Party prove false or incorrect in bankruptcyany material respect as at the time such statements, schedules or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking other documents were furnished by Grantor to take advantage Secured Party. (g) Other than as the result of any other law action or omission of Secured Party, there is a material impairment of the priority of Secured Party’s security interest in the Collateral or the Pledged Stock. (whether federal h) Should Grantor sell, transfer, assign or stateotherwise dispose of, in one or more transactions (i) relating to the relief all or substantially all of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtorsits assets; or (vii) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part portion of its assetsthe business operations of Grantor without the written consent of the Secured Party.

Events of Default. The occurrence of If any one or more of the following events shall occur, it is hereby declared to constitute an “Event of Default”; provided that, in determining whether an Event of Default has occurred under paragraph (a) or (b), no effect shall be given to payments made on the Bonds pursuant to the Bond Insurance Policy: (a) Default in the failure due and punctual payment of Borrower to pay interest on any part Bond; (b) Default in the due and punctual payment of the principal of, or interest onpremium, the Note when dueif any, on any Bond, whether at maturitythe stated maturity thereof, by acceleration or otherwise; (b) there shall have occurred any breach of any covenantredemption thereof pursuant to Section 4.01, or there is any other default under upon the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borroweracceleration thereof; (c) Default in the due and punctual payment of the purchase price of any representation or warranty made by Borrower herein or Bond required to be purchased in any Loan Document shall prove to have been inaccurate in any material respect when madeaccordance with its terms; (d) there First Mortgage Bonds shall have been delivered in connection with the Bonds and a “default” as defined in Section 12.01 of the First Mortgage shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be acceleratedcontinuing; (e) any judgment A trustee, receiver, custodian or similar official or agent shall be obtained against Borrower; orappointed for the Company or for any substantial part of its property and such trustee or receiver shall not be discharged within sixty (60) days; (f) Borrower shall: (i) The Company shall commence a voluntary case under the federal bankruptcy laws, or shall make a general an assignment for the benefit of a creditor; (ii) creditors, or shall apply for, consent to or consent to, acquiesce in the appointment of of, or taking possession by, a trustee, receiver, trustee custodian or liquidator similar official or agent for all itself or a any substantial part of its assets; property; (iiig) be adjudicated a bankrupt The Company shall have an order or insolvent; (iv) file a voluntary petition decree for relief in bankruptcyan involuntary case under the federal bankruptcy laws entered against it, or file a petition or an answer seeking reorganization or an arrangement with creditorsreorganization, readjustment, arrangement, composition, or seeking other similar relief as to take advantage of it under the federal bankruptcy laws or any other similar law (whether federal or state) relating to for the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed debtors shall be brought against it in any bankruptcy, reorganization, insolvency, and shall be consented to by it or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect shall remain undismissed for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assets.days;

Events of Default. The occurrence of any one or more of the following events following, for any reasons whatsoever, whether such occurrence shall, on the part of the Grantors, be voluntary or involuntary, shall constitute an “Event of Default”Default hereunder: (ai) Any failure by the failure Grantors to make a principal or interest payment under the Note (a “Payment Default”), (ii) other than a Payment Default, the Grantors’ material breach of Borrower to pay any part terms of the principal ofNote and Security Agreements pertaining thereto, other than those set forth in subsections (b), (c) and (d) below or therein, or interest on, (iii) a material liquidation or transfer of the Grantors’ assets ((ii) and (iii) shall hereinafter individually be referred to as a “General Default”). A Payment Default or General Default on the Note when due, whether at maturity, by acceleration or otherwiseshall not be an Event of Default hereunder unless the conditions for exercising remedies upon default in such Note have been fulfilled; (b) there shall have occurred any breach of any covenantIf the Grantors dissolve, suspend, or there is any other default under discontinue doing business, become insolvent, make an assignment for the Loan Documentsbenefit of creditors, and such breach liquidate all or default shall continue for more than fifteen (15) days after Lender has provided substantially all of their assets, or make or send notice thereof to Borrowerof a bulk transfer of all or substantially all of their assets; (c) With the exception of the Debtors’ Chapter 11 Cases, a case or proceeding under the bankruptcy laws of the Unites States of America now or hereafter in effect or under any representation insolvency, reorganization, receivership, readjustment of debt, dissolution, or warranty made by Borrower herein liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed against any Loan Document shall prove to have been inaccurate in any material respect when made;of the Grantors and such petition is not dismissed within thirty (30) days after the date of the filing; and (d) there shall have occurred any event With the exception of default (after giving the Debtors’ Chapter 11 Cases, a case or proceeding under the bankruptcy laws of the Unites States of America now or hereafter in effect to any permitted cure periods) which has not been waived in writing or under any agreements evidencing Borrower's other debt obligationsinsolvency, reorganization, receivership, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed by the any of the Grantors ((b), (c) and same has caused such debt obligation (d) shall hereinafter be referred to be accelerated;as a “Liquidation Default”). (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: default under any of (i) make a general assignment for the benefit of a creditor; Unsecured Creditors Notes, (ii) apply forthe Unsecured Creditors Security Agreement, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt the Secured Exit Credit Agreement, which has not been cured during the applicable cure period thereunder or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsotherwise waived.

Events of Default. The occurrence of any Any one or more of the following events shall constitute an “Event a default for purposes of Default”this Security Agreement: (a) If the failure Borrower uses the Collateral in violation of Borrower to pay any part of the principal of, statute or interest on, the Note when due, whether at maturity, by acceleration or otherwise;ordinance; or (b) there shall have occurred any breach of any covenant, If Borrower fails to promptly pay when due all taxes and assessments upon the Collateral or there is any other default under fails to keep the Loan Documents, Collateral in good condition and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;repair and fully insured; or (c) If Borrower fails to pay promptly in full the Indebtedness secured hereby when any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made;part of such Indebtedness becomes due and payable; or (d) there shall have occurred If Borrower breaches any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligationsterm, and same has caused such debt obligation condition, representation or covenant to be accelerated;performed or observed by Borrower provided in this Security Agreement or the Loan Documents securing part or all of the Indebtedness of Borrower to Secured Parties; or (e) If any judgment shall be obtained against Borrowerwarranty, representation or statement made or furnished to Secured Parties by or on behalf of Borrower in connection with the Security Agreement proves to have been false in any respect; or (f) Borrower shall: If the Collateral, or any part thereof, is levied upon or seized under any levy or attachment or any other legal process; or (ig) make a general The insolvency (however evidenced) or the commission of any act of insolvency by Borrower, or the making of an assignment to or for the benefit of a creditor; (ii) apply forcreditors of Borrower, or consent to, the appointment of a receiver, liquidator, conservator or trustee of Borrower, or liquidator for all its property, or a substantial part the filing of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in or the commencement of any proceeding by Borrower for relief under any bankruptcy, insolvency, reorganization, arrangement or file a petition or an answer seeking reorganization or an arrangement with creditorsreceivership laws, or seeking to take advantage of any other law relating to the relief of debtors of any state or of the United States, or the filing of any involuntary petition (whether federal unless and until discharged or statedismissed within 30 days after such filing) for the bankruptcy, insolvency, reorganization, arrangement or receivership or the involuntary commencement of any similar proceeding under the laws of any state or of the United States relating to the relief of debtors, against Borrower; or (h) If the Collateral suffers substantial damage or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvencydestruction, or other proceeding (whether federal if any of the items of Collateral existing from time to time is lost or state) relating stolen, and is not immediately repaired or replaced. In the event of default, the Secured Parties, at their option, may declare the entire unpaid principal of and the interest accrued on the Indebtedness secured hereby to relief be forthwith due and payable, without any notice or demand of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgmentkind, decree or order entered by a court both of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsare hereby expressly waived.

Events of Default. The occurrence of This Note and all accrued and unpaid interest hereon shall become immediately due and payable if any one or more of the following events shall constitute an “Event events, hereinafter called "Events of Default”," shall occur and be continuing: (a) there is a default in the failure of Borrower to pay any part payment of the principal of, or interest on, the this Note when duethe same becomes due and payable, whether at maturity, by acceleration maturity or otherwise; (b) there Borrower shall have occurred any breach of any covenant(i) apply for or consent to the appointment of, or there is any other default under the Loan Documentstaking of possession by, and such breach a receiver, custodian, trustee or default shall continue for more than fifteen liquidator of itself or of all or a substantial part of its assets, (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (iii) make a general assignment for the benefit of a creditor; (ii) apply forcreditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcybankruptcy or (v) be adjudicated a bankrupt or insolvent, or file (y) an order for relief under any relevant bankruptcy code shall have been entered in respect of Borrower; or (c) without the application, approval or consent of Borrower, a petition case or an answer proceeding shall be instituted, in any court of competent jurisdiction, seeking reorganization in respect of Borrower reorganization, dissolution, winding up or an liquidation, a composition or arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations appointment of a petition filed against it in any bankruptcytrustee, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee custodian, liquidator or liquidator for the like of Borrower or of all or a substantial part of its assetsthe assets of Borrower, the issuance or levying of any writ, judgment, warrant of attachment, execution or similar process against all or a substantial part of the assets or business of Borrower; and, the same shall continue undismissed, or unstayed and in effect, for any period of sixty (60) consecutive days. If there shall occur and be continuing an Event of Default, MI may, by notice to Borrower, declare the principal under this Note and all interest thereon payable, whereupon all principal under this Note and all such interest 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; provided, however, that upon the occurrence of the Event of Default specified in subparagraph (b) or (c) above, the principal under this Note and all such interest shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Borrower. In addition to the remedies set forth above, MI may exercise any remedies provided by applicable law.

Events of Default. The occurrence of any one or more Each of the following events shall constitute an “"Event ----------------- of Default”," whatever the reason for such event and whether it shall be voluntary or involuntary, or within or without the control of the Company, or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or nongovernmental body: (a) the failure of Borrower to pay any part The Company or Parent defaults in payment of the principal ofoutstanding principal, any accrued and unpaid interest on this Note or interest on, any other payments due hereunder when the Note when due, whether at maturity, by acceleration or otherwise;same become due and payable in accordance with the terms of this Note; or (b) there shall have occurred any breach of The Company or Parent fails to observe, perform or comply with any covenant, condition or there is any other default agreement to be observed, performed or complied with under the Loan Documentsthis Note, and if such breach or default shall continue failure can be cured, such failure continues unwaived and uncured for more than fifteen thirty (1530) days after Lender has provided following the date the Company and Parent receives written notice thereof from Holder of such nonperformance (it being acknowledged that such 30-day cure and notice period shall not apply to Borrower;Section 9(e)(ii)); or (c) any Any representation or warranty made by Borrower the Company or Parent herein or in any Loan Document shall prove to have been inaccurate untrue or incorrect in any material respect when on or as of the date made;; or (d) there The Company or any Guarantor shall have occurred (i) commence a voluntary case under the Federal bankruptcy laws (as now or hereafter in effect), (ii) file a petition seeking to take advantage of any event other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of default debts, (after giving effect iii) consent to or fail to contest in a timely and appropriate manner any permitted cure periodspetition filed against it in an involuntary case under such bankruptcy laws or other laws, (iv) which has not been waived apply for, or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its assets domestic or foreign, (v) admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to pay its debts as they become due, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (ivi) make a general assignment for the benefit of a creditorcreditors, or (vii) take any corporate action for the purpose of effecting any of the foregoing; or (e) A case or other proceeding shall be commenced against the Company or any Guarantor in any court of competent jurisdiction seeking (i) relief under the Federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (ii) apply for, or consent to, the appointment of a trustee, receiver, trustee custodian, liquidator or liquidator for the like, of the Company or any Guarantor, or of all or a any substantial part of its the assets, domestic or foreign, of the Company or any Guarantor and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) calendar days, or an order granting the relief requested in such case or proceeding against the Company or any Guarantor (including, but not limited to, an order for relief under such Federal bankruptcy laws) shall be entered; or (f) The holders of the Senior Debt shall accelerate the Senior Debt or there shall occur an Event of Default under the Senior Credit Agreement; or (g) The Amended and Restated Guaranty of even date herewith (the "Guaranty") executed by the Company's subsidiaries, or the guaranty set forth in Section 7 hereof, in each case executed or given by the Guarantors, shall cease, for any reason, to be in full force and effect, or any Guarantor shall so assert or shall disavow liability thereunder; or (h) There shall occur an Event of Default or default under any promissory note, guaranty, subordination agreement, reimbursement agreement, standby purchase agreement, or other document or agreement, in any such case relating to financing provided to the Company or the Rights Offering, executed by the Company, Parent and/or any of their respective subsidiaries made payable to, in favor of, for the benefit of or together with Holder or any affiliate of Holder. Upon the occurrence of an Event of Default hereunder, Holder may, upon written notice to the Company, (i) declare all obligations owing hereunder immediately due and payable and terminate all obligations to make advances hereunder, provided however that upon an Event of Default described in Sections 6(d) or (e) above, all such obligations shall automatically become immediately due and payable and terminated, as the case may be, without notice or demand of any kind, (ii) require that the Company deliver to Holder, and the Company shall deliver to Holder, cash collateral in an amount equal to the maximum amount which could be payable under the Letter of Credit, as determined by ▇▇▇▇▇▇, and (iii) pursue its other rights and remedies under this Note, the Guaranty and applicable law. All powers and remedies given by this Section 6 to Holder shall, to the extent permitted by law, be adjudicated a bankrupt deemed cumulative and not exclusive of any thereof or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other powers and remedies available to Holder by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Note, and no delay or omission of Holder to exercise any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or an acquiescence therein and every power and remedy given by this Section 6 or by law (whether federal or state) relating to the relief of debtorsHolder may be exercised from time to time, or admit (by answerand as often as shall be deemed expedient, by default ▇▇▇▇▇▇. In addition to those remedies set forth in this Section 6, if any amount owing under this Note is not paid when due, whether at maturity or otherwise) by acceleration, interest shall accrue on such amount from the material allegations date due until the date paid at the interest rate provided for in Section 1 of a petition this Note. Additionally, the Company promises to pay all costs of collection and enforcement of this Note and the Guaranty, including without limitation reasonable attorneys' fees and costs, whether or not suit is filed against it hereon. Such costs and expenses shall include without limitation all costs, reasonable attorneys' fees and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, insolvency, arrangement or other proceeding (whether federal similar proceedings involving the Company or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsGuarantor.

Events of Default. The occurrence of If any one or more of the following events shall constitute an (“Event Events of Default”) shall occur: (ai) the failure of The Borrower shall fail to pay any part amount payable under Section 2.01A(c) or Section 2.03 (after taking into account the application of the principal ofproceeds from the applicable Cash Collateral Account described in Section 2.01A(c)(v) or Section 2.03(b), as applicable, whether or interest on, the Note not such proceeds are actually applied) when due, whether at maturity, by acceleration or otherwise;(ii) the Borrower shall fail to pay any other amount under this Agreement within ten (10) days after the same becomes due and payable; or (b) there shall have occurred any breach of any covenant, or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any Any representation or warranty made by the Borrower (or any of its officers) herein or in any Loan Document connection with this Agreement shall prove to have been inaccurate incorrect or misleading in any material respect when made;; or (c) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.02; or any other term, covenant or agreement contained in this Agreement shall not be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 60 days after written notice thereof shall have been given to the Borrower by any of the Administrative Agents, the Issuing Banks or any Lender; or (d) there The Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has generally not been waived pay its debts as such debts become due, or shall admit in writing under any agreements evidencing Borrower's other debt obligationsits inability to pay its debts generally, and same has caused such debt obligation to be accelerated; (e) any judgment or shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it a creditor; (ii) apply forbankrupt or insolvent, or consent toseeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee trustee, custodian or liquidator other similar official for all it or a for any substantial part of its assets; property and, in the case of any such proceeding instituted against it (iii) be adjudicated but not instituted by it), either such proceeding shall remain undismissed or unstayed for a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyperiod of 60 days, or file a petition or any of the actions sought in such proceeding (including, without limitation, the entry of an answer seeking reorganization or an arrangement with creditorsorder for relief against, or seeking to take advantage the appointment of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee trustee, custodian or liquidator other similar official for, it or for all or a any substantial part of its assetsproperty) shall occur; or the Borrower shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (d). (e) If any Event of Default shall occur and be continuing, then and in every such event, and at any time thereafter during the continuance of such Event of Default, the Co-Administrative Agents may, and upon request of the LC Required Lenders shall, by written notice to the Borrower, terminate the LC Commitments and the Issuing Banks shall no longer have an obligation to issue Letters of Credit hereunder, and the Revolving Loan Administrative Agent may, and upon the request of the Revolving Loan Required Lenders shall, by written notice to the Borrower, terminate the Revolving Loan Commitments, in each case without presentment, demand, protest or any other notice of any kind, all of which are expressly waived; provided that if any Event of Default set forth in Section 6.01(d) hereof shall occur with respect to the Borrower, then without any notice to the Borrower or any other act by any of the Administrative Agents, the Issuing Banks or any other Lenders or any other Person, the Commitments shall automatically be terminated and the Issuing Banks shall no longer have an obligation to issue Letters of Credit hereunder, all without presentment, demand, protest or notice of any kind, all of which are expressly waived. In addition, if any Event of Default occurs and is continuing, the Administrative Agents may and, at the request of the Required Lenders, may take any or all of the following actions: declare the unpaid principal amount of all outstanding Revolving Loans owing or payable hereunder or under any other Loan Document to be immediately due and payable, and if any Event of Default set forth in Section 6.01(d) hereof shall occur with respect to the Borrower, then without any notice to the Borrower or any other act by the Administrative Agents, the Issuing Banks or any other Lenders or any other Person, all such amounts shall automatically become immediately due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and exercise on their own behalf or on behalf of the other Agents and the Lenders all rights and remedies available to them (subject to Sections 2.03(b) and 2.01A(c)(v)), to the other Agents and to the Lenders under the Loan Documents (including, without limitation, all of the Collateral Documents) or applicable Law.

Events of Default. The occurrence of any one or more of the following events shall constitute be an “"Event of Default”" under the Note: (a) the failure Company shall fail to make the payment of Borrower to pay any part of outstanding Principal Amount or Interest on the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisedate such payment is due hereunder; (b) there default shall have occurred any breach be made in the performance or observance of (i) any covenant, condition or there agreement contained in this Note and such default is not fully cured within five (5) Business Days after the occurrence thereof or (ii) any covenant, condition or agreement contained in the Purchase Agreement, the Security Agreement, or all ancillary documents referred to in those agreements (collectively, the "Transaction Documents," which is not covered by any other default under the Loan Documents, provisions of this Section 2.1 and such breach or default shall continue for more than fifteen is not fully cured within five (155) days Business Days after Lender has provided notice thereof to Borrowerthe occurrence thereof; (c) any representation representation, warranty or warranty covenant made by Borrower the Company herein or in the Purchase Agreement or any Loan other Transaction Document shall prove to have been inaccurate in any material respect when false or incorrect or breached on the date as of which made; (d) there the Company shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of a creditor; (ii) apply forits creditors, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated commence a bankrupt voluntary case under the U.S. Bankruptcy Code (as now or insolvent; hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (whether federal v) acquiesce in writing to any petition filed against it in an involuntary case under U.S. Bankruptcy Code (as now or statehereafter in effect) relating or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; (e) a proceeding or case shall be commenced in respect of the Company, 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 like of itself or of all or any substantial part of its property or assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit case described in clause (by answeri), by default (ii) or otherwise(iii) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvencyshall continue undismissed, or other proceeding unstayed and in effect, for a period of sixty (whether federal 60) days or stateany order for relief shall be entered in an involuntary case under U.S. Bankruptcy Code (as now or hereafter in effect) relating or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to relief any of debtors; the foregoing shall be taken with respect to the Company and shall continue undismissed, or (v) suffer or permit to continue unstayed and in effect for a period of sixty (60) consecutive days days; (f) the failure of the Company to pay any judgmentamounts due to the Holder (other than outstanding Principal Amount and Interest referred to in Section 2.1(a), decree the failure of which to pay when due shall be an immediate Event of Default) herein within three (3) Business Days of receipt of notice to the Company; (g) actions, suits, proceedings, claims or order entered by a court disputes pending, at law, in equity, in arbitration or before any governmental authority, arise against the Company, which result in equitable relief or monetary judgment(s) or liens against the Company; (h) the Collateral fails to perfect, or is delayed from perfection; or (i) the Company fails to perform or comply with any term, provision or condition of competent jurisdiction which approves an involuntary petition seeking reorganization any other agreement, document or appointsother instrument evidencing or supporting any indebtedness owing from the Company to the Holder, pursuant to such a petition, a receiver, trustee whether currently existing or liquidator for all or a substantial part incurred after the date of its assetsthis Agreement.

Events of Default. The occurrence of any In case one or more of the following events shall constitute an (“Event Events of Default”) shall have occurred and be continuing: (a) default shall be made in the failure performance or observance of Borrower to pay any part of the principal ofcovenants, conditions or interest on, agreements contained in the Note when due, whether at maturity, by acceleration Loan Documents and such default shall continue for a period of 30 days after written notice to the Borrower from the Lender stating the specific default or otherwise;defaults; or (b) there default shall be made in the performance or observance of any of the covenants, conditions or agreements contained in that certain loan agreement dated November 20, 2009, as amended, by and between Borrower and Graystone Tower Bank, or the promissory note or stock pledge agreement executed in connection therewith; or (c) a decree or order by a court having jurisdiction in the premises shall have occurred been entered adjudging the Borrower a bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Borrower under the federal bankruptcy laws, or any breach other similar applicable federal or state law, and such decree or order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or solvency of the Borrower or its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or any property of the Borrower shall be sequestered or attached and shall not be returned to the possession of the Borrower or released from such attachment within 60 days thereafter; or (d) the Borrower shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar relief under the federal bankruptcy laws, or any other similar applicable federal or state law, or shall consent to the filing of any covenantsuch petition, or there shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency out or of a substantial part of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall voluntarily suspend transaction of its usual business, or corporate action shall be taken by the Borrower in furtherance of any of the aforesaid purposes; or (e) final judgment for the payment of money in excess of $500,000 (whether one judgment or several which in the aggregate exceed $500,000) shall be rendered against the Borrower or any of its subsidiaries and the same shall remain undischarged for a period of 60 days during which execution shall not be effectively stayed; provided, however, if the Borrower or any subsidiary posts a bond which would satisfy the judgment and execution on the judgment is effectively stayed thereby, such judgment shall not constitute an Event of Default during such time; or (f) the Borrower or First National, shall, prior to the later of the date that the Loan has been repaid in full or November 20, 2010, enter into any other agreement or take any action which will result in a Change of Control, unless Tower and/or the Lender is a party to such Change of Control transaction; or (g) the Borrower shall be in default under the Loan DocumentsMerger Agreement, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower;the Merger Agreement is terminated by either party thereto in accordance with its terms; or (ch) any representation or warranty made or deemed made by the Borrower herein in this Agreement or which is contained in any certificate, document, opinion, financial or other statement furnished at any time under or in any connection with this Agreement, or the making of the Loan Document shall prove to have been inaccurate incorrect in any material respect when on or as of the date made or deemed made; ; then, and in each and every such case, the Lender by notice in writing to the Borrower may declare the principal of the Note to be immediately due and payable, and upon any such declaration the same shall become immediately due and payable, anything in the Loan Documents to the contrary notwithstanding and Lender may exercise all of its remedies as set forth in the Pledge Agreement attached hereto as Exhibit “A”. Without limiting the generality of the foregoing, in the event of an Event of Default arising under Section 7.01(f), Borrower shall pay to Lender, in addition to any other amounts then owing under the Note, a fee in the amount of ten percent (d10.00%) there of the face amount of the Loan (i.e., $200,000). In case of an Event of Default specified above in this Section 7.01 shall have occurred any event of default (after giving effect and be continuing, the Lender may proceed to any permitted cure periods) which has not been waived protect and enforce its rights either by suit in writing under any agreements evidencing Borrower's equity or by action at law, or both, or by other debt obligationsappropriate proceedings, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment whether for the benefit specific performance (to the extent permitted by law) of a creditor; (ii) apply forany covenant or agreement contained in the Loan Documents, or consent to, in aid of the appointment exercise of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition any power granted in bankruptcythe Loan Documents, or file a petition may proceed to enforce the payment of the Note or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of enforce any other law (whether federal legal or state) relating to equitable right of the relief Lender. The Borrower shall pay all reasonable expenses incurred by the Lender in connection with the enforcement of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsLoan Documents.

Events of Default. The An Event of Default shall mean the occurrence of any one or more of the following events shall constitute an “Event of Default”described events: (a) the failure Borrower shall default in the payment of Borrower to pay any part of principal and interest on the principal of, or interest on, the Note Notes when due, whether at maturity, by acceleration or otherwise; (b) there the Borrower shall have occurred any breach of any covenantdefault in the payment of, or there any agreement related to, any of its Obligations, including without limitation if the Lender is required to make any other default payment to the Senior Lender under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to BorrowerPersonal Guaranty; (c) the Borrower shall default in the payment of (i) interest on any representation Senior Debt on its due date or warranty made (ii) principal on any Senior Debt, whether at maturity, upon any scheduled payment date or by Borrower herein acceleration or in any Loan Document shall prove to have been inaccurate in any material respect when madeotherwise; (d) there the Borrower shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused agreement related to the Senior Financing or under any agreement under which any Indebtedness in an aggregate principal amount of $300,000 or more is created in a manner entitling the holder of such debt obligation Indebtedness to be acceleratedaccelerate the maturity of such Indebtedness; (e) any judgment representation or warranty herein made by the Borrower, or any certificate or financial statement furnished pursuant to the provisions hereof, shall be obtained against Borrower; orprove to have been false or misleading in any material respect as of the time made or furnished or deemed made or furnished; (f) the Borrower shall: or the Guarantor shall default in the performance of any other covenant, condition or provision of this Agreement, the Notes or the other Transaction Documents, and such default shall not be remedied for a period of thirty (30) days after the earlier of (i) written notice from the Lender of such default or (ii) actual knowledge by the Borrower of such default; (g) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its property, or for the winding-up or liquidation of their affairs (an “Insolvency Proceeding”), and such Insolvency Proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) days; (h) the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay their debts as they become due, or shall take any action in furtherance of any of the foregoing; (i) both the following events shall occur: (i) a creditorReportable Event, the occurrence of which would have a Material Adverse Effect which could cause the imposition of a Lien under Section 4068 of ERISA, shall have occurred with respect to any Plan or Plans; and (ii) apply forthe aggregate amount of the then “current liability” (as defined in Section 412(l)(7) of the Internal Revenue Code of 1986, as amended) of all accrued benefits under such Plan or Plans exceeds the then current value of the assets allocable to such benefits by more than $1,000,000 at such time; (j) a final judgment which, with other undischarged final judgments against the Borrower, exceeds an aggregate of $300,000 (excluding judgments to the extent any Borrower are fully insured or the deductible or retention limit does not exceed $300,000 and with respect to which the insurer has assumed responsibility in writing), shall have been entered against the Borrower if, within thirty (30) days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged; (k) any Transaction Document or Security Document shall at any time after the Closing Date cease for any reason to be in full force and effect or shall cease to create perfected security interests in favor of the Lender in the collateral subject or purported to be subject thereto, subject to no other Liens other than Permitted Liens, or such collateral shall have been transferred to any Person without the prior written consent toof the Lender; (l) the Borrower or the Guarantor (except as otherwise provided herein) shall terminate its existence, cease to exist, permanently cease operations or abandon the appointment operation of any material portion of its business; or (m) any of the following shall have occurred: (1) a receiverfinal non-appealable order is issued by any Governmental Authority, trustee including, requiring the Borrower or liquidator for the Guarantor to divest a substantial portion of its assets pursuant to any antitrust, restraint of trade, unfair competition, industry regulation, or similar requirement of Law, or (ii) any Governmental Authority shall condemn, seize or otherwise appropriate, or take custody or control of all or a any substantial part portion of its assets; (iii) be adjudicated a bankrupt the assets of the Borrower or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsGuarantor.

Events of Default. The occurrence of any one or more Any of the following events shall constitute an “Event of Default”” under a Schedule: (a) The nonpayment by Lessee of any Fixed Rent or other monies (including, but not limited to, Lessee Maintenance Items) owed by Lessee to Lessor provided for herein after the failure same is due and payable and such default continues for a period of Borrower to pay any part five (5) days after receipt by Lessee of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisenotice from Lessor of default; (b) there shall have occurred any breach The failure of any covenantLessee to observe, keep or there is perform any other default under the Loan Documentsprovisions of this Lease required to be observed, kept or performed by Lessee, and such breach or default shall continue continues for more than fifteen ten (1510) days after Lender has provided Lessor gives written notice thereof to BorrowerLessee; (c) A default under any representation or warranty made by Borrower herein or in agreement evidencing any Loan Document shall prove other obligation of Lessee to have been inaccurate in any material respect when madeLessor, and such default continues for ten (10) days after Lessor gives written notice to Lessee.; (d) there shall have occurred The making of any event of default (after giving effect representation or warranty by Lessee herein or in any agreement, document or certificate delivered to Lessor in connection herewith, or any permitted cure periods) which has not been waived in writing under financial statement furnished by Lessee to Lessor which, at any agreements evidencing Borrower's other debt obligationstime, and same has caused such debt obligation proves to be acceleratedincorrect in any material respect; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general The making of an assignment for the benefit of creditors or committing any other affirmative act of insolvency or bankruptcy, filing a creditor; petition in bankruptcy or for arrangement or reorganization Lessee or having such a petition filed against Lessee if such petition is not dismissed or withdrawn within thirty (ii30) apply for, or consent to, the appointment days; (f) The attachment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) the property of Lessee or appointment of a receiver for Lessee or any substantial part of Lessee’s property, and Lessee fails to contest same using such party’s best reasonable efforts and cause same to be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcyremoved, dismissed, or file vacated within 30 days from the date of entry or filing; (g) Lessee ceases to do business as a petition going concern; or (h) If a Letter of Credit (as defined herein) is required under any Schedule, the following shall constitute an Event of Default: (i) the irrevocable transferable standby letter of credit issued by an acceptable financial institution (defined as a financial institution whose senior, unsecured debt obligations are rated at lease A- by Standard & Poor’s (“S&P”) and A3 by ▇▇▇▇▇’▇ Investors Service (“Moody’s”) (the “LOC Provider”), in favor of Lessor (the “Letter of Credit”) or an answer seeking reorganization or an arrangement with creditorsany letter of credit in the same form and substance as the Letter of Credit (a “Substitute Letter of Credit”) issued by a financial institution whose senior, or seeking to take advantage of any other law unsecured debt obligations are rated at lease A- by S&P and A3 by Moody’s (whether federal or statethe “Substitute LOC Provider”) relating expires prior to the relief payment and performance in full of debtors, or admit all of Lessee’s obligations hereunder; or (by answer, by default or otherwiseii) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for Lessor receives written notice at least sixty (60) consecutive days prior to the stated expiration date of the Letter of Credit or Substitute Letter of Credit, as appropriate, from the LOC Provider or the Substitute LOC Provider, as appropriate, that the Letter of Credit or the Substitute Letter of Credit, as appropriate, has not been renewed for a period of at least 364 days; or (iii) The amount available to be drawn under the Letter of Credit or a Substitute Letter of Credit is less than the amount as required in the applicable Schedule; or (iv) The senior, unsecured debt obligations of the LOC Provider or the Substitute LOC Provider are rated less than A- by S&P or less than A3 by Moody’s. Lessee also agrees, upon any judgmentresponsible officer of Lessee becoming aware of any condition that constituted or constitutes an Event of Default under this Lease or which, decree after notice or order entered by a court lapse of competent jurisdiction which approves time, or both, would constitute such an involuntary petition seeking reorganization or appointsEvent of Default, pursuant to promptly furnish to Lessor written notice specifying such a petitioncondition and the nature and status thereof. For purposes of this ITEM 27, a receiver“responsible officer” shall mean, trustee with respect to the subject matter of any covenant, agreement or liquidator for all obligation of Lessee contained in this Lease, any corporate officer of Lessee who, in the normal performance of his operational responsibilities, would or a substantial part should have knowledge of its assetssuch matter and the requirements of this Lease with respect thereto.

Events of Default. The (a) All Loans, and any further obligation to make Loans under this Agreement, may, at the option of Lender by a written notice to Borrower (which option shall be deemed exercised, even if no notice is given, immediately on the occurrence of an event specified in either Section 9(a)(iii) or (iv) below), be terminated (A) immediately on the occurrence of any one or more of the events set forth in either Section 9(a)(iii) or (iv) below and (B) two Business Days following such notice on the occurrence of any of the other events shall constitute an set forth below (each, a “Event of Default”:): (ai) the failure of Borrower fails to pay any part of the principal of, or interest on, the Note when due, whether at maturity, deliver Loaned Shares to Lender as required by acceleration or otherwiseSection 4; (bii) there shall have occurred Borrower fails to deliver or pay to Lender when due any breach of any covenantcash, securities or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrowerproperty as required by Section 5; (ciii) the filing by or on behalf of Borrower of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any representation other relief under any bankruptcy, reorganization, receivership, compromise, arrangement, insolvency, readjustment of debt, dissolution, winding-up or warranty made liquidation or similar act or law, of any state, federal or other applicable foreign jurisdictions, now or hereafter existing (“Bankruptcy Law”), or any action by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent or acquiescence to, the appointment of a receiver, trustee trustee, custodian or liquidator for similar official of Borrower, or of all or a substantial part of its assetsproperty; (iii) be adjudicated or the making by Borrower of a bankrupt general assignment for the benefit of creditors; or insolvent; the admission by Borrower in writing of its inability to pay its debts as they become due; (iv) file a voluntary the filing of any involuntary petition against Borrower in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, bankruptcy or seeking to take advantage reorganization, arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law and an order for relief by a court having jurisdiction in the premises shall have been issued or entered therein; or any other similar relief shall be granted under any applicable federal or state law or law of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtorsapplicable foreign jurisdictions; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, a decree or order entered by of a court having jurisdiction in the premises for the appointment of competent jurisdiction which approves a receiver, liquidator, sequestrator, trustee or other officer having similar powers over Borrower or over all or a part of its property shall have been entered; or the involuntary appointment of an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a interim receiver, trustee or liquidator for other custodian of Borrower or of all or a substantial part of its assetsproperty or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of Borrower; and continuance of any such event for 15 consecutive calendar days unless dismissed, bonded to the satisfaction of the court having jurisdiction in the premises or discharged; (v) Borrower fails to provide any indemnity as required by Section 12; (vi) Borrower notifies Lender of its inability to or intention not to perform Borrower’s obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or (vii) any representation made by Borrower under this Agreement in connection with any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder or Borrower fails to comply in any material respect with any of its covenants or agreements under this Agreement.

Events of Default. (a) The occurrence of any one or more of the following events shall constitute an “"Event of Default”" hereunder: (ai) the failure a breach by Assignor of Borrower to pay any part provision of the principal of, or interest on, the Note when due, whether at maturity, by acceleration or otherwisethis Agreement; (bii) there shall have occurred the entry of a decree or order for relief by a court having jurisdiction over Assignor in an involuntary case under federal bankruptcy law, as now constituted or hereafter amended, or any breach other applicable federal or state bankruptcy, insolvency or other similar law, and the continuance of any covenant, such decree or there is any other default under the Loan Documents, and such breach or default shall continue for more than fifteen (15) days after Lender has provided notice thereof to Borrower; (c) any representation or warranty made by Borrower herein or in any Loan Document shall prove to have been inaccurate in any material respect when made; (d) there shall have occurred any event of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated; (e) any judgment shall be obtained against Borrower; or (f) Borrower shall: (i) make a general assignment for the benefit of a creditor; (ii) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue order unstayed and in effect for a period of sixty (60) consecutive days; (iii) the commencement by Assignor of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law; (iv) Assignor becomes insolvent or admits in writing his inability to pay his debts as they mature; or (v) an "Event of Default" under the Loan Agreement. (b) Upon the occurrence of an Event of Default, and subject to the terms and conditions set forth in Section 4.2 of the Loan Agreement, in addition to those rights and remedies available at law, in equity, granted herein or in any other agreement now or hereafter in effect between Assignor and Assignee, Assignee's rights and remedies with respect to the Option Shares shall, in all respects, events and contingencies, be those of a secured party under the Uniform Commercial Code and under any other applicable law, as the same may from time to time be in effect. (c) Assignee and Assignor hereby agree that, unless and until an Event of Default shall occur, Assignee shall not exercise or seek to exercise any of the rights, powers or privileges with respect to the Option Shares under the Option Agreements. (d) Assignor agrees that any notice from Assignee of any sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to Assignor if such notice is personally delivered or mailed by regular or certified mail, postage prepaid, at least ten (10) days any judgment, decree or order entered by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant prior to such a petitionaction, a receiverto Assignor's principal residence or to any address which Assignor has specified in writing to Assignee as the address to which notices hereunder shall be given to Assignor. (e) Assignor agrees to pay all reasonable costs and expenses (including, trustee or liquidator for without limitation, all or a substantial part court costs and reasonable attorney's fees) incurred by Assignee in exercising any of its assetsrights or remedies under this Agreement following the occurrence of an Event of Default hereunder.

Events of Default. The occurrence It shall be an event of default hereunder (an “Event of Default”) if any one or more of the following events shall constitute an “Event of Default”occur: (a) Subject to the failure terms of Borrower Article 18 below, if either party shall fail to pay timely perform any part of its duties and obligations under, or shall otherwise breach the principal terms of, or interest on, the Note when due, whether at maturity, by acceleration or otherwise;this Agreement; or (b) there If either party shall have occurred do any breach of any covenantthe following: (i) voluntarily or involuntarily be dissolved (except that if either party is a partnership and is dissolved solely by reason of the death, insanity, disappearance, bankruptcy or there is any other default under lack of legal capacity of one or more of its general partners and its remaining partners, within 60 days, elect, pursuant the Loan Documentspartnership agreement of such partnership to continue such partnership’s business, and then such breach or default party shall continue not be considered as “dissolved” for more than fifteen (15) days after Lender has provided notice thereof to Borrowerthe purposes hereof); (cii) any representation apply for or warranty made by Borrower herein consent to the appointment of a receiver, trustee or in any Loan Document shall prove to have been inaccurate in any material respect when madeliquidator of all or a substantial part of its assets; (diii) there shall have occurred file a voluntary petition in bankruptcy or otherwise voluntarily avail itself of any event federal or state laws for the relief of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerateddebtors; (eiv) any judgment shall be obtained against Borrower; oradmit in writing its inability to pay its debts as they become due; (f) Borrower shall: (iv) make a general assignment for the benefit of a creditor; creditors; (iivi) apply for, or consent to, the appointment of a receiver, trustee or liquidator for all or a substantial part of its assets; (iii) be adjudicated a bankrupt or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, creditors or seeking to take advantage of any other insolvency law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) file an answer admitting the material allegations of a any petition filed against it in any bankruptcy, reorganizationreorganization or insolvency proceeding; (vii) be the subject of an order, insolvency, judgment or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue unstayed and in effect for sixty (60) consecutive days any judgment, decree or order entered by a any court of competent jurisdiction which approves an involuntary jurisdiction, in the application of any one or more creditors of such party adjudicating it a bankrupt or insolvent or approving a petition seeking reorganization or appoints, pursuant to such a petition, appointing a receiver, trustee or liquidator for of all or a substantial part of its assets, and such order, judgment or decree shall become final.

Events of Default. The occurrence following shall be deemed events of any one or more of the following events shall constitute an “Event of Default”default hereunder: (ai) the failure of Borrower the Maker to pay all or any part of the unpaid principal of, or interest on, the on this Note when due, whether and as the same becomes due and payable at maturity, by acceleration the Stated Maturity of this Note or otherwiseotherwise pursuant to Section 1.1 of this Note; (bii) there shall have occurred any breach failure by the Maker to pay installments of any covenantaccrued and unpaid interest in full on this Note for two consecutive Interest Payment Dates whether or not required to be paid pursuant to Section 1.2 of this Note, or there is any other default under the Loan Documents, and provided that both of such breach or default shall continue for more than fifteen (15) days installments remain unpaid after Lender has provided notice thereof to Borrowersuch second consecutive Interest Payment Date; (ciii) any representation or warranty made by Borrower herein or an Event of Default occurs under the Indenture (as defined therein) which results in any Loan Document shall prove to have been inaccurate in any material respect when madethe acceleration of the obligations of the Senior Notes under the Indenture; (div) there shall have occurred any event the Maker pursuant to or within the meaning of default (after giving effect to any permitted cure periods) which has not been waived in writing under any agreements evidencing Borrower's other debt obligations, and same has caused such debt obligation to be accelerated;Bankruptcy Law: (eA) any judgment shall be obtained commences a voluntary case, (B) consents to the entry of an order for relief against Borrower; it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (fD) Borrower shall: (i) make makes a general assignment for the benefit of its creditors; or (v) a creditor; court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (iiA) apply for, or consent to, is for relief against the appointment Maker in an involuntary case; (B) appoints a Custodian of a receiver, trustee or liquidator the Maker for all or a substantial part substantially all of its assetsthe property of the Maker; or (iiiC) be adjudicated a bankrupt orders the liquidation of the Maker; and the order or insolvent; (iv) file a voluntary petition in bankruptcy, or file a petition or an answer seeking reorganization or an arrangement with creditors, or seeking to take advantage of any other law (whether federal or state) relating to the relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency, or other proceeding (whether federal or state) relating to relief of debtors; or (v) suffer or permit to continue decree remains unstayed and in effect for sixty 60 consecutive days. Upon the occurrence and during the continuance of any such event of default, the Holder may, by written notice to Maker, declare the entire unpaid principal of and accrued and unpaid interest on this Note to be immediately due and payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or other notice, all of which are hereby waived; provided, however, that the Holder may not declare this Note immediately due and payable upon the occurrence of an event of default specified in clauses (60i) consecutive days any judgmentand (ii) above if such payments are prohibited by Section 3 hereof. Upon the occurrence of an event of default specified in clauses (iii), decree (iv) or order entered (v) above, this Note shall become immediately due and payable without declaration, notice or demand by a court of competent jurisdiction which approves an involuntary petition seeking reorganization or appoints, pursuant to such a petition, a receiver, trustee or liquidator for all or a substantial part of its assetsthe Holder hereof.