Common use of Trigger Events Clause in Contracts

Trigger Events. (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”) ): Borrower fails to terminate pay any one IA Lease (such IA Leaseprincipal, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month appointed over Borrower or a Date material part of Reconciliation its assets and such appointment shall remain uncontested for twenty (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9020) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification dismissed or other change indischarged within sixty (60) days; Borrower becomes insolvent or generally fails to pay, or supplement toadmits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; Borrower or any pledgor, trustor, or guarantor of the Guaranteed Documents this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in such ACAH Guaranty) the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; the occurrence of a Fundamental Transaction without Lender’s prior written consent; Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other agreementassets for more than $500,000.00, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; Borrower fails to observe or perform any covenant set forth in full force and effect after giving effect to Section 4 of the Purchase Agreement; or Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Agreement and Note breaches any termination effected pursuant heretocovenant or other term or condition contained in any Other Agreements.

Trigger Events. (a) If, at any time, If a Trigger Event with respect has occurred and the Trigger Period caused thereby is continuing as of the 30th day prior to an Interest Payment Date, and regardless of any Test Month or Date notice of Reconciliation shall have occurredOptional Deferral that has been previously delivered, the Beneficiaries shall have Company may pay interest on the option Junior Subordinated Debentures (other than any interest that had accrued during an Optional Deferral Period of less than five years which may continue to be deferred to the extent provided herein or be paid out of any source of funds) only to the extent that such optioninterest is paid through the Alternative Payment Mechanism, a “Termination Option”) to terminate any one IA Lease (such IA Leaseexcept that on or after the Final Maturity Date or an Acceleration Date, the “Original Selected Lease”) selected by Company may pay any accrued and unpaid interest without regard to the Beneficiaries in their sole discretionsource of the funds. Any such termination shall occur interest that is accrued and unpaid during a Trigger Period will continue to accrue and compound on each Interest Payment Date, to the extent permitted by applicable law, at the then applicable interest rate on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the LesseeJunior Subordinated Debentures. (b) At If a Trigger Event occurs after commencement of an Optional Deferral Period, the Optional Deferral Period shall be deemed suspended for as long as the related Trigger Period is continuing. Once the Trigger Period is no longer continuing, the Optional Deferral Period shall resume subject to the limitations and consequences described herein, and any accrued time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, Optional Deferral Period prior to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto suspension shall be on substantially counted toward the same terms as provided for five year limitation set forth in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected LeaseSection 6.2 hereof. (c) Each In the event that a Trigger Period is no longer continuing and at the termination of the Obligors agrees to promptly Trigger Period there is no unpaid interest from an Optional Deferral Period that had continued beyond the Fifth Deferral Anniversary, the Company may pay subsequent interest in cash from any source of funds. However, any unpaid interest that accrued during the continuance of a Trigger Period or an Optional Deferral Period that continued beyond the Fifth Deferral Anniversary may only be satisfied in accordance with the provisions of the Alternative Payment Mechanism, except that on or after the Final Maturity Date or an Acceleration Date, the Company may pay any accrued and duly execute and deliver unpaid interest without regard to the Beneficiaries such further documents source of funds. Any accrued and assurances unpaid interest will in all events be due and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively payable upon the intent of this Agreement and to establish and protect the rights created Maturity Date or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any redemption of the Guaranteed Documents Junior Subordinated Debentures, except for Foregone Interest (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoif any).

Trigger Events. (a) If, On and after the time that the Depositary receives written notice from the Collateral Agent (acting at the direction of the Administrative Agent) that an Event of Default has occurred and is continuing (any time, such continuing Event of Default shall be referred to as a “Trigger Event with respect to any Test Month or Date Event,” and the date of Reconciliation shall have occurred, the Beneficiaries shall have the option (Depositary’s receipt of such optionnotice, a “Termination OptionTrigger Date”) ), notwithstanding anything to terminate any one IA Lease (such IA Leasethe contrary contained herein, the “Original Selected Lease”) selected by Depositary shall thereafter accept all notices and instructions required or permitted to be given to the Beneficiaries in their sole discretion. Any such termination shall occur on Depositary pursuant to the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery terms of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs this Agreement with respect to a Test Month Project Account only from the Collateral Agent (acting at the direction of the Administrative Agent) and not from the Borrower or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may beany other Person, and therefore up to eight Trigger Events could occur the Depositary shall not withdraw, transfer, pay or otherwise distribute any monies in any of the Project Accounts except pursuant to this Agreement), such notices and instructions from the Applicable Beneficiary must deliver a Termination Notice to Lessee Collateral Agent unless the Depositary receives written notice from the Collateral Agent (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after acting at the receipt by GECC direction of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Administrative Agent) that the applicable Event of Default has been waived, cured or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation otherwise no longer exists (the last day date of any receipt of such ninety (90) day periodnotice, the “Cut-off Trigger End Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during If requested in writing to do so by the term Administrative Agent or the Collateral Agent (in either case, acting at the direction of this Agreementthe Required Lenders) following a Trigger Date, within three (3) Business Days of such request, the Obligors agreeDepositary shall render an accounting of all monies in the Project Accounts as of such Trigger Date to the Administrative Agent or the Collateral Agent, immediately upon request by one or more Beneficiariesas applicable, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating copy to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected LeaseBorrower. (c) Each of the Obligors agrees to promptly During any Default Period, and duly execute and deliver notwithstanding anything herein to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. contrary (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, but without limiting any of the Guaranteed Documents (as defined in such ACAH Guaranty) Secured Parties’ rights or any remedies hereunder or under the other agreementSecurity Documents), the Guarantor nevertheless confirms Collateral Agent (or the Depositary at the Collateral Agent’s written direction) shall be permitted (acting at the direction of the Administrative Agent) to (i) instruct the liquidation or making of Permitted Account Investments, (ii) direct the disposition of the funds in each of the Project Accounts and agrees that such ACAH Guaranty shall remain (iii) pay interest and principal and all other Obligations then due and payable in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoaccordance with the priorities set forth in Section 9.2, in each instance in accordance with the terms of the Loan Documents.

Trigger Events. (a) If, at On and after any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, date on which the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of Depositary Agent receives written notice (a “Termination Notice”from the Collateral Agent pursuant to Section 2.4(a) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time of the Intercreditor Agreement that a Trigger Event occurs has occurred (the date of receipt of such notice, the "Trigger Event Day"), the Depositary Agent shall thereafter accept all notices and instructions required to be given to the Depositary Agent pursuant to the terms of this Depositary Agreement only from the Collateral Agent and not from any other Person and the Depositary Agent shall not withdraw, transfer, pay or otherwise distribute any moneys in any of the Funds except pursuant to such notices and instructions from the Collateral Agent. (b) On the Trigger Event Date, the Depositary Agent shall (i) draw on the Debt Service Letter of Credit and deposit the proceeds thereof into the Debt Service Reserve Fund and (ii) render to the Collateral Agent an accounting of all moneys in the Funds as of the Trigger Event Date. (c) On and after the Trigger Event Date, the Depositary Agent shall (A) distribute all money then held in the Project Revenue Fund in accordance with respect clauses (i) through (vii) of Section 3.1(b) (except that it shall not make any withdrawal, transfer or payment in accordance with Section 3.1(b)(i) unless the Depositary Agent receives written notice from the Collateral Agent to make such withdrawal, transfer or payment) and (B) make any or all of the following transfers and withdrawals as directed in a Test Month notice from the Collateral Agent: (i) to the Trustee for redemption of the Bonds Outstanding in accordance with Section 7.3 of the Indenture, or if the maturity of the Bonds have been accelerated pursuant to Section 8.2 of the Indenture, for payment of the Bonds and to each holder of Additional Permitted Debt, any moneys held in the Principal Account sub-funds, the Interest Account sub-funds, the Additional Permitted Debt Fund and the Debt Service Reserve Fund sub-funds, in each case, allocated to the Bonds and such Additional Permitted Debt, respectively; and (ii) to the Trustee (for redemption of the Bonds outstanding in accordance with Section 7.3 of the Indenture or, if the maturity of the Bonds has been accelerated, for payment of the Bonds), and to the other Secured Parties, ratably, any moneys held in the Operating Fund, the Overhaul Fund, the Pollution Control Finance Fund, the Property Tax Fund, the Partnership Distribution Fund and the Restoration Fund and any moneys remaining in the Funds described in clause (i) above after making the withdrawals specified therein; provided that if the Depositary Agent has not received a notice authorizing the Depositary Agent to distribute all amounts in the Project Revenue Fund as provided in Section 3.16(c)(A) from the Collateral Agent following the Trigger Event Date, the Depositary Agent shall distribute all moneys then held in the Project Revenue Fund in accordance with Section 3.1(b) (except that it shall not make any withdrawal, transfer or payment in accordance with Section 3.1(b)(i)) on each one-month anniversary of the Trigger Event Date until the Depositary Agent receives such notice from the Collateral Agent and thereafter the Depositary Agent shall follow the instructions set forth in such notice until notified otherwise by the Collateral Agent. (d) Upon receipt from the Collateral Agent of Reconciliation any cash proceeds resulting from liquidation of the Collateral, the Depositary Agent shall (i) first, deposit such cash proceeds resulting from liquidation of the Collateral into the Project Revenue Fund, (ii) second, pay to each of the Collateral Agent, the Trustee, the Credit Banks (if there is no Termination Notice has previously been given agent(s) for such Test Month)the Credit Banks or, if there is an agent or agents for the Credit Banks, then the agent(s) for the Credit Banks) and any other trustees or agents that are Secured Parties under the Security Documents, and the Depositary Agent, as the case may be, and therefore up ratably, in an amount equal to eight Trigger Events could occur pursuant to this Agreement)the amounts due in respect of the Administrative Claims, the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect Collateral Agent Claims, the Trustee Claims and the Depositary Agent Claims, respectively, due and payable as of the date of such distribution; provided that, prior to any Test Month with respect such distribution to which any such Persons, the Depositary Agent shall have received a Trigger Event occurs, within ninety (90) days after certificate signed by each such Person setting forth the receipt by GECC amount payable to such Person as of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination date of such Original Selected Lease on the Termination Date specifieddistribution, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with including any supporting materials for such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice claims and (iiiii) other than with respect to third, distribute the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 balance of such Original Selected Leaseproceeds in accordance with Section 3.16(c)(A). (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”): Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; Borrower becomes insolvent or generally fails to terminate pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any one IA Lease bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower and is not dismissed or stayed within forty five (45) days; Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement and such IA Lease, the “Original Selected Lease”failure shall continue for a period of five (5) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next Trading Days following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery date of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before thereof from Lender; the occurrence of a Fundamental Transaction without Lender’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however Lender may withhold its consent for any Fundamental Transaction that it believes after consultation with Borrower would detrimentally affect Borrower’s creditworthiness which determination of creditworthiness may be made in Lender’s sole and absolute discretion); Borrower fails to establish or maintain the Cut-Off Date relating Share Reserve; Borrower fails to deliver any Conversion Shares in accordance with the Trigger Event giving rise terms hereof; Borrower defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document in any material respect, other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement and such failure shall continue for a Termination Option. Any such OAA shall contemplate period of ten (10) Trading Days following the termination date of such Original Selected Lease notice thereof from Lender; any representation, warranty or other statement made or furnished by or on the Termination Date specifiedbehalf of Borrower to Lender herein, in any Transaction Document, or to be specified, in the Termination Notice delivered, or to be delivered, otherwise in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent issuance of this Agreement Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to Lender; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other assets for more than $500,000.00, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to establish and protect the rights created or intended by Lender; Borrower fails to be created in favor of DWAC Eligible; or under any such Beneficiary hereunder. (d) With respect agreement to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification which Borrower is a party with a third party or other change inparties, or supplement toany default resulting in a right by such third party or parties, any of the Guaranteed Documents (as defined in such ACAH Guaranty) whether or any other agreementnot exercised, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant heretograce or notice period, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Five Hundred Thousand Dollars ($500,000).

Trigger Events. Each of the following events occurring as of or after the Effective Date shall constitute a “Trigger Event” for purposes of this Agreement: (ai) If, at any time, a Trigger Event the Company defaults with respect to (A) its reimbursement obligations under Section 3(c) or (B) any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option other payment obligation hereunder if such obligation remains unpaid thirty (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9030) days after the receipt by GECC of due date therefor and the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or Guarantor’s written demand therefor; (ii) any representation or warranty made by the Company in this Agreement or as an inducement to the Guarantor to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and the Company has failed to cure such misrepresentation within fifteen (15) days after notice thereof from the Guarantor; (iii) the Company fails to observe or perform any other material covenant, obligation, condition or agreement contained in this Agreement and such failure continues for fifteen (15) days; (iv) the Company defaults in the observance or performance of any agreement, term or condition contained in any Guaranteed Facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount the payment of which is guaranteed by the Guarantor pursuant to a Guaranty), up to or beyond any grace period provided in the Guaranteed Facility; provided, that if the applicable Bank waives the Company’s failure to observe or perform its obligations under a Guaranteed Facility, and if the Company wishes the Guarantor to waive the Trigger Event described in this clause (iv) based on the Bank’s waiver, then the Company shall notify the Guarantor’s Authorized Officer of the Bank’s waiver and the Guarantor’s Authorized Officer, on behalf of the Guarantor, shall promptly consider in good faith whether to waive the Trigger Event described in this clause (iv) on the basis that the Company’s default of its obligations under the Guaranteed Facility is immaterial to the Company’s performance of its obligations under this Agreement and the Guarantor’s rights under this Agreement; (v) the Company or any of its Subsidiaries defaults in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness (other than any Guaranteed Facility), and the effect of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof to cause, Indebtedness in an aggregate amount for all such collective defaults of $25 million or more to become due prior to its stated date of maturity; (vi) the Company or any of its Subsidiaries (A) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (B) is unable, or admits in writing its inability, to pay its debts generally as they mature, (C) makes a general assignment for the benefit of its or any of its creditors, (D) is dissolved or liquidated, (E) becomes insolvent (as such term may be defined or interpreted under any applicable statute), (F) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any Date of Reconciliationbankruptcy, within ninety (90) days after the Date of Recalculation relating insolvency or other similar law now or hereafter in effect or consent to such Date of Reconciliation (the last day of any such ninety relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (90G) day periodtakes any action for the purpose of effecting any of the foregoing; provided, that to the “Cut-off Date”). Such Termination Notice shall reference extent that any of the Test Month or the Date of Reconciliation, as the case may be, with respect foregoing applies only to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence Subsidiaries of the Cut-Off Date relating Company and not to the Company itself, then a Trigger Event giving rise shall be deemed to have occurred only if such event or occurrence could reasonably be expected to have a Termination Option. Any Material Adverse Effect; and (vii) proceedings are commenced (and such OAA shall contemplate the termination proceedings are not dismissed within sixty (60) days of such Original Selected Lease on commencement) for the Termination Date specifiedappointment of a receiver, trustee, liquidator or custodian of the Company, or to be specified, in the Termination Notice deliveredof all or a substantial part of its property or any of its Subsidiaries, or to be deliveredan involuntary case or other proceeding seeking liquidation, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) reorganization or other than relief with respect to the IA Lease identified Company or any of its Subsidiaries or its or their debts under any bankruptcy, insolvency or other similar law now or hereafter in position 1 on Schedule IIeffect; provided, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides extent that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in foregoing applies only to one or more Subsidiaries of the Company and not to the Company itself, then a Trigger Event shall be deemed to have occurred only if such ACAH Guaranty) event or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect occurrence could reasonably be expected to this Agreement and any termination effected pursuant heretohave a Material Adverse Effect.

Trigger Events. If any of the following events (each, a “Trigger Event”) shall occur and be continuing: (a) IfAny of the following shall occur: (i) any Transaction Party shall fail to make any payment of Interest or Fees required to be made by it hereunder or under any other Transaction Document when due hereunder or thereunder, at or shall fail to deposit Collections (other than Deemed Collections) when such Collections are required to be deposited by it under a Transaction Document and such failure shall continue for two (2) Business Days after the earlier of written notice to such Transaction Party or actual knowledge of a Responsible Officer of a Transaction Party; (ii) any timeTransaction Party shall fail to make any deposit of Deemed Collections required to be made by it hereunder or under any Transaction Document to which it is a party when due hereunder or thereunder, and such failure shall continue for two (2) Business Days after the earlier of written notice to such Transaction Party or a Trigger Responsible Officer of a Transaction Party having actual knowledge of such failure; (iii) the Borrower shall fail to make any payment of principal on any Loan when due; (iv) any Transaction Party shall fail to make any other payment or deposit required to be made by it hereunder or under any other Transaction Document to which it is party when due hereunder or thereunder, and such failure shall continue for ten (10) calendar days after the earlier of written notice to such Transaction Party or a Responsible Officer of a Transaction Party having actual knowledge of such failure; (v) any Monthly Report or Supplemental Report shall not have been delivered within two (2) Business Days of the date when due; provided that if the failure to deliver such report results from a Force Majeure Event, the grace period in this clause shall be three (3) Business Days instead of two (2) Business Days; (vi) any Interim Report shall not have been delivered within one (1) Business Day of the date when due; provided that, if the failure to deliver such report results from a Force Majeure Event, the grace period in this clause shall be two (2) Business Days instead of one (1) Business Day; or (vii) during any calendar month more than two Interim Reports shall not have been delivered when due other than by reason of a Force Majeure Event not to exceed two weeks in duration; (b) other than as addressed in Clauses 7.1(a) and 7.2(a), any Transaction Party shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Transaction Document to which such Transaction Party is a party and, if such failure relates to a Specified Provision and is capable of being remedied, such Transaction Party shall have failed to remedy such failure within fifteen (15) Business Days after the earlier of such Transaction Party receiving written notice of such failure or a Responsible Officer of a Transaction Party having actual knowledge of such failure; (c) an “Event of Default” shall occur under, and as defined in, the Senior Credit Agreement; (d) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the Collateral prior to all other interests, or there shall exist any Adverse Claims on such Collateral (except as arising under the Transaction Documents); (e) a Servicer Default or Facility Termination Event shall occur; (f) other than as permitted by Clause 11.14 (Limitations on Addition and Termination of Originators), any Change of Control shall occur with respect to any Test Month Tribune or Date of Reconciliation the Parent shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) cease to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee own (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC directly 100% of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Equity Interests of the Borrower or (ii) with respect to directly or indirectly 100% of the Equity Interest of each Sub-Originator; (g) the Percentage Factor exceeds the Maximum Percentage Factor on any Date of ReconciliationBusiness Day, within ninety and such circumstance remains unremedied on the related Interim Settlement Date; (90h) days after as at the Date of Recalculation relating to such Date of Reconciliation (the last day end of any such ninety (90) day periodCalculation Period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and Three-Month Rolling Average Dilution Ratio-Broadcasting exceeds 3.0%, or (ii) other the Three-Month Rolling Average Dilution Ratio – Publishing exceeds 7.0%; (i) as at the end of any Calculation Period, the Three-Month Rolling Average Default Ratio exceeds 7%; (j) as at the end of any Calculation Period, the Three-Month Rolling Average Delinquency Ratio exceeds 6.75%; (k) at the end of any Calculation Period, (i) the Three-Month Rolling Average DSO-Broadcasting is greater than with respect to 120, or (ii) the IA Lease identified in position 1 on Schedule II, references Three-Month Rolling Average DSO – Publishing is greater than 75; (l) any Transaction Party receives notice or becomes aware that a notice of lien has been filed against any Transaction Party under Section 430(k) of the IRC or Section 303(k) of ERISA for a failure to make whole will be changed a required installment or other payment to breakage such that Lessee shall have no liability for breakage under § 3(ca plan to which Section 430(k) (except following of the occurrence IRC or Section 303(k) of an event of loss) or § 15 of such Original Selected Lease.ERISA applies; (cm) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as for any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder.Test Period: (di) With respect to each ACAH Guaranty the Interest Coverage Ratio is less than the Minimum Interest Coverage Ratio; (as respectively defined in each IA Leaseii) provided by the Guarantor, although such Guaranty provides that “Total Guaranteed Leverage Ratio” is more than the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any Maximum Total Guaranteed Leverage Ratio; or (iii) the aggregate amount of Capital Expenditures is greater than the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.Maximum Capital Expenditures;

Trigger Events. The following are trigger events under this Note (a) If, at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such optioneach, a “Termination OptionTrigger Event”) ): Borrower fails to terminate pay any one IA Lease (such IA Leaseprincipal, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination interest, fees, charges, or any other amount when due and payable hereunder; a receiver, trustee or other similar official shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month appointed over Borrower or a Date material part of Reconciliation its assets and such appointment shall remain uncontested for twenty (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (9020) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specified, in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification dismissed or other change indischarged within sixty (60) days; Borrower becomes insolvent or generally fails to pay, or supplement toadmits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; Borrower makes a general assignment for the benefit of creditors; Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); an involuntary bankruptcy proceeding is commenced or filed against Borrower; Borrower or any pledgor, trustor, or guarantor of the Guaranteed Documents this Note defaults or otherwise fails to observe or perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor contained herein or in any other Transaction Document (as defined in such ACAH Guaranty) the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; any representation, warranty or other statement made or furnished by or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; the occurrence of a Fundamental Transaction without Lender’s prior written consent; any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any of its property or other agreementassets for more than $500,000.00, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by Lender; Borrower fails to be DWAC Eligible; Borrower fails to observe or perform any covenant set forth in full force and effect after giving effect to Section 4 of the Purchase Agreement; or Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor of this Agreement and Note breaches any termination effected pursuant heretocovenant or other term or condition contained in any Other Agreements.

Trigger Events. (a) IfIn the event that either the CABO Investor exercises the Call Option or the GTCR Investors exercise the Put Right and (i) (y) the CABO Investor materially breaches its obligations or covenants in this Schedule B, at Schedule C or the Call / Put Merger Agreement or any timeother obligation or covenant in this Agreement relating to the Call Option or the Put Right, a Trigger Event with respect including the CABO Investor's failure to any Test Month consummate the closing of the exercise of the Call Option or Date the Put Right if obligated to do so under the terms of Reconciliation shall have occurredthis Agreement and the Call / Put Merger Agreement, the Beneficiaries shall have the option and (z) if such option, a “Termination Option”) breach or failure to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected perform is capable of being cured by the Beneficiaries in their sole discretion. Any Outside Date, (1) the GTCR Investors have delivered to the CABO Investor written notice of such termination shall occur on the Business Day which is the first Business Day breach or failure to occur on or next following the forty-fifth perform, and (45th2) day such breach remains uncured for a period of thirty (any such day, a “Termination Date”30) days following the delivery of such written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month)notice, as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or (ii) a Specified Insolvency Event occurs (each of the foregoing, a "Trigger Event"), the following will occur automatically, without any notice or action required on the part of any Person, in addition to and without limiting other remedies at law or in equity: (i) The GTCR Investors shall immediately be entitled to approve (without any consent or approval necessary by the CABO Investor), pursue, negotiate and effectuate a Sale of the Company as an Approved Sale, and exercise all rights in connection therewith as set forth in Section 8.10; (ii) Notwithstanding anything to the contrary in Section 5.2, the CABO Investor shall immediately lose all rights to appoint any CABO Managers to the Board or any committee thereof and any similar rights with respect to the Company's Subsidiaries, and any Date CABO Managers then serving on the Board (or any such committees or any designees of Reconciliation, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (CABO Investor then serving on the last day governing body of any such ninety the Company's Subsidiaries) shall immediately be removed; and (90iii) day periodThe CABO Investor shall no longer have any consent or approval rights under Section 5.8, the “Cut-off Date”). Such Termination Notice shall reference the Test Month Schedule A, or the Date Section F of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee.this Schedule B. (b) At any time during the term of this Agreement, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence of the Cut-Off Date relating In addition to the Trigger Event giving rise to a Termination Option. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, foregoing and without limiting any other remedies at law or to be specifiedin equity, in the Termination Notice deliveredevent that the CABO Investor fails to consummate the closing of the exercise of the Call Option or the Put Right if obligated to do so, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto the Unitholders holding Non-CABO Investor Units (including for this purpose any Blocker Corporation and Participants) shall be entitled to receive an Option Preference Yield from the Company on substantially their Non-CABO Investor Units (including for this purpose any Units held directly or indirectly by a Blocker Corporation that are not beneficially owned by the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice CABO Investor and (ii) other than with respect payments pursuant to the IA Lease identified LTIP, as applicable) in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Leaseaccordance with Section 4.1(g)(i). (c) Each In the event that, following a Trigger Event, a Sale of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the GuarantorCompany, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification liquidation or other change incomparable transaction is consummated (each, or supplement toan "Alternative Transaction") resulting in the holders of Non-CABO Units (the “Non-CABO Unitholders”), any holders of Non-CABO Investor Blocker Interests and Participants receiving less than the Option Price in the aggregate, the GTCR Investors, each other Non-CABO Unitholder, each holder of Non-CABO Investor Blocker Interests and the Company (in the case of the Guaranteed Documents Company, solely for the benefit of the Participants) shall, without limiting any monetary damages and all other rights and remedies available at law or equity, have the right to receive from the CABO Investor an amount equal to (i) the amount in cash that such Person would have received upon the consummation of the exercise of the Call Option or the Put Right, as defined applicable, minus (ii) the amount of consideration actually received by such Person in such ACAH GuarantyAlternative Transaction (clause (i) or any other agreementminus clause (ii), the Guarantor nevertheless confirms “Residual Option Payment Amounts”), and agrees that upon receipt of all such ACAH Guaranty Residual Option Payment Amounts from the CABO Investor, the Call Option and the Put Right shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant heretoterminate.

Trigger Events. (a) If, If at any time, a Trigger Event with respect to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time that a Trigger Event occurs with respect to a Test Month or a Date of Reconciliation (if no Termination Notice has previously been given for such Test Month), as the case may be, and therefore up to eight Trigger Events could occur pursuant to this Agreement), the Applicable Beneficiary must deliver a Termination Notice to Lessee (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after Parent or AIG Life Holdings no longer meets the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 Collateralization Rating Criteria or (ii) with respect AIG Life Holdings fails to make any Date payment of Reconciliationprincipal or interest, within ninety (90) days after the Date of Recalculation relating to such Date of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may beand applicable grace periods have lapsed, with respect to which the AIGLH Notes, and, in the case of this clause (ii), a holder (or holders acting collectively) of any AIGLH Note has the right to make a claim under any guarantee pursuant to the Indentures or the Guarantees against the Guarantor (each of the events described in clauses (i) and (ii), a “Collateral Trigger Event”), then the Pledgors shall promptly (and in no event more than two (2) Business Days following such Collateral Trigger Event) deposit Eligible Collateral in the Collateral Account in an amount equal to the Trigger Event occurred and shall identify Collateral Amount as of the Original Selected Lease time of the Collateral Trigger Event and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary Pledgors shall at all times thereafter maintain Fair Market Value of Eligible Collateral in the Collateral Account at least equal to the Trigger Event Collateral Amount; provided that if Parent and AIG Life Holdings subsequently meet the Collateralization Rating Criteria following the occurrence of a Collateral Trigger Event pursuant to clause (i), then the Pledgors may request the consent (not to be irrevocableunreasonably withheld, unless otherwise agreed by conditioned or delayed) of the LesseeGuarantor to withdraw Eligible Collateral from the Collateral Account. (b) At If at any time during after the term of Pledgors deposit funds in connection with a Collateral Trigger Event in accordance with this AgreementSection 3, the Obligors agreeGuarantor determines, immediately upon request by one or more Beneficiariesacting reasonably, to negotiate in good faith with such Beneficiaries and that the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence Fair Market Value of the Cut-Off Date relating to Eligible Collateral is less than the Trigger Event giving rise to a Termination Option. Any Collateral Amount at such OAA shall contemplate time, the termination of such Original Selected Lease on the Termination Date specifiedPledgors shall, or to be specifiedupon demand, within five (5) Business Days deposit sufficient additional Eligible Collateral in the Termination Notice delivered, or to be delivered, in connection with such Trigger Event. Each OAA entered into pursuant hereto shall be on substantially Collateral Account so that the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination Fair Market Value of the applicable Original Selected Lease Eligible Collateral shall be at least equal the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage Trigger Event Collateral Amount at such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Leasetime. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.

Trigger Events. (a) If, at any time, a Trigger Event with respect If and to any Test Month or Date of Reconciliation shall have occurred, the Beneficiaries shall have the option (such option, a “Termination Option”) to terminate any one IA Lease (such IA Lease, the “Original Selected Lease”) selected by the Beneficiaries in their sole discretion. Any such termination shall occur on the Business Day which is the first Business Day to occur on or next following the forty-fifth (45th) day (any such day, a “Termination Date”) following the delivery of written notice (a “Termination Notice”) to Lessee. In order to exercise a Termination Option (it being understood that a Termination Option may be exercised each time extent that a Trigger Event has occurred and is continuing, and regardless of any notice of Optional Deferral that has been previously delivered, the Company shall use Commercially Reasonable Efforts to satisfy payment of interest on the Notes (excluding any Optionally Deferred Interest (including Compounded Interest thereon), which may remain unpaid or be paid out of any source of funds) in accordance with the Alternative Payment Mechanism, and to the extent payment of interest is not made pursuant thereto, the Company shall be required to mandatorily defer interest (a “Mandatory Deferral” and any such deferred interest, “Mandatorily Deferred Interest”). If a Market Disruption Event prevents the Company from making such interest payment in accordance with the Alternative Payment Mechanism, the Company shall defer payments of interest until the termination of the Market Disruption Event, but not later than ten consecutive years after the first date on which the Company deferred interest (whether due to an Optional Deferral or Mandatory Deferral) or the Final Maturity. Any interest that is accrued and unpaid during a period when a Trigger Event has occurred and is continuing (a “Trigger Period”) will continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the applicable Coupon Rate. Non-payment of interest (whether due to an Optional Deferral or Mandatory Deferral) may not continue for more than ten consecutive years or extend beyond the Final Maturity of the Notes. If a Trigger Event occurs after commencement of an Optional Deferral, the Optional Deferral will be deemed suspended during the Trigger Period. After the Trigger Period is no longer continuing, the Company’s right of Optional Deferral will resume, subject to the limitations set forth herein. In the event that a Trigger Period is no longer continuing, the Company may pay subsequent interest in cash from any source of funds. Notwithstanding the foregoing, any Mandatorily Deferred Interest, together with any Compounded Interest on Mandatorily Deferred Interest, that accrued during the continuance of a Trigger Period may only be satisfied in accordance with the provisions of the Alternative Payment Mechanism, except upon the Final Maturity or an Event of Default with respect to a Test Month the Notes in which case the Company may pay such interest with cash from any source; provided, however, that any accrued and unpaid interest will in all events be due and payable upon the Final Maturity or a Date redemption of Reconciliation the Notes, except for Foregone Interest (if no Termination Notice has previously been given for such Test Monthany), as the case may be, and therefore up to eight . During a Trigger Events could occur pursuant to this Agreement)Period, the Applicable Beneficiary must deliver a Termination Notice to Lessee restrictions on interest payments from sources other than the Alternative Payment Mechanism will continue until neither of the conditions in clauses (i) with respect to any Test Month with respect to which a Trigger Event occurs, within ninety (90) days after the receipt by GECC of the information relating to such Test Month required to be delivered to it by Lessee pursuant to Section 2.2 or and (ii) with respect to any Date of Reconciliation, within ninety (90) days after the Date definition of Recalculation relating to such Date “Trigger Event” exists as of Reconciliation (the last day of any such ninety (90) day period, the “Cut-off a subsequent Trigger Determination Date”). Such Termination Notice shall reference the Test Month or the Date of Reconciliation, as the case may be, with respect to which such Trigger Event occurred and shall identify the Original Selected Lease and the applicable Termination Date. Any such Termination Notice delivered by an Applicable Beneficiary shall be irrevocable, unless otherwise agreed by the Lessee. (b) At any time By not later than the fifteenth day prior to each Interest Payment Date during the term of this Agreementa Trigger Period, the Obligors agree, immediately upon request by one or more Beneficiaries, to negotiate in good faith with such Beneficiaries and the other applicable parties an omnibus amendment agreement (an “OAA”) relating to an Original Selected Lease with a goal of entering into such OAA on or before the occurrence Company will give notice of the Cut-Off Date relating continuance of such Trigger Period to the Trigger Event giving rise to a Termination OptionHolders of the Notes. Any such OAA shall contemplate the termination of such Original Selected Lease on the Termination Date specified, or to be specifiedSuch notice will, in addition to stating that payments of interest must be in accordance with the Termination Notice deliveredAlternative Payment Mechanism or otherwise deferred, or to be delivered, in connection with such set forth the results of the financial tests that caused the Trigger Event. Each OAA entered into pursuant hereto shall be on substantially the same terms as provided for in the Existing Early Termination Agreement, except that (i) the effective date for the early termination of the applicable Original Selected Lease shall be the Termination Date referenced in the applicable Termination Notice and (ii) other than with respect to the IA Lease identified in position 1 on Schedule II, references to make whole will be changed to breakage such that Lessee shall have no liability for breakage under § 3(c) (except following the occurrence of an event of loss) or § 15 of such Original Selected Lease. (c) Each of the Obligors agrees to promptly and duly execute and deliver to the Beneficiaries such further documents and assurances and take such further action as any such Beneficiary from time to time reasonably requests in order to carry out more effectively the intent of this Agreement and to establish and protect the rights created or intended to be created in favor of any such Beneficiary hereunder. (d) With respect to each ACAH Guaranty (as respectively defined in each IA Lease) provided by the Guarantor, although such Guaranty provides that the Guarantor’s obligations shall not be affected by any amendment, modification or other change in, or supplement to, any of the Guaranteed Documents (as defined in such ACAH Guaranty) or any other agreement, the Guarantor nevertheless confirms and agrees that such ACAH Guaranty shall remain in full force and effect after giving effect to this Agreement and any termination effected pursuant hereto.