Common use of ▇▇▇▇▇▇ of Default Clause in Contracts

▇▇▇▇▇▇ of Default. The happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when due; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardy.

▇▇▇▇▇▇ of Default. The happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event Events of Default’: (1) The Debtor fails . you fail to satisfy or perform make any of the Obligations when due; (2) The non-payment when due, whether by acceleration due under this Agreement or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligationother provision of this Agreement and such failure continues for one Business Day after notice of non- performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, covenantreorganisation, terman arrangement or composition, provision a freeze or condition contained moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any other guarantee, hypothecation agreement, margin or security agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation ofdocument, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtordocument containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time as it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of which the facts therein set forth were stated all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or certified warranty made or becomes incorrect in given or deemed made or given by any respect at Credit Support Provider pursuant to any time or Credit Support Document proves to have omitted been false or misleading in any substantial contingent material respect as at the time it was made or unliquidated liability given or claim against Debtor; deemed made or if upon the date of execution given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this AgreementClause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, there shall or any action is taken, or event occurs which we consider might have been any a material adverse change in effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed beneficial owner of more than one accounts you may maintain with us and/or your capacity to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment act as a money manager on behalf of any indebtedness or performance other client of us; • you take advantage of delays occurred in the Obligations is or is about prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to be placed trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in jeopardyrelation to you under any other agreement between us.

▇▇▇▇▇▇ of Default. The happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when due; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ Debtor or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardy.

▇▇▇▇▇▇ of Default. The happening (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say: - (a) if the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when dueSecurity Documents; (2b) The non-if a demand is made for payment when due, whether by acceleration of all or otherwise, of any principal or interest forming part of the indebtedness moneys for the time being owing and unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; (c) if any representation or the failure warranty made in or in pursuance of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any of the Security Documents or in any certificate, statement or other agreement between Debtor document delivered in connection with the execution and Secured Party and such failure has not been waived delivery hereof or cured within thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any applicable period of gracematerial respect; (3d) The bankruptcy if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or insolvency obligation on the Borrower’s and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of Debtor any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any guarantor part thereof of the indebtedness; Borrower and/or the filing Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against Debtor any part of the property or assets of the Borrower and/or the Guarantor or any guarantor of them and is not discharged within five (5) days of being levied and the Lender is of the indebtedness opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) should be instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a petition judicial manager in bankruptcy; relation to the making Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of an authorized them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors by ▇▇▇▇▇▇ or any guarantor if a statutory demand is issued or an application shall have been presented for the bankruptcy of the indebtedness; Borrower and/or the appointment of a receiver or trustee for Debtor or any guarantor Guarantor under the provisions of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy Insolvency, Restructuring and Insolvency Dissolution Act or otherwise2018; (4j) The institution by if a notice or against proposal for compulsory acquisition of the Debtor Property or any guarantor of the indebtedness part thereof shall be issued or made under or by virtue of any formal ordinance Act of Parliament or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtednessother statutory provision; (5k) If if the Borrower and/or the Guarantor die or is declared by a court of competent jurisdiction to be insane or otherwise incapable of handling his/her affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any encumbrance affecting the Collateral becomes enforceable against the Collateralreason whatsoever; (6l) If Debtor or any guarantor if without the prior written consent of the indebtedness Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcyits business; (7m) If if any executionprovision of this Agreement or the Security Documents is or becomes or claims to be, sequestrationfor any reason, extent invalid or other process unenforceable; (n) if any state or agency of any court becomes enforceable against Debtor state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any guarantor of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the indebtedness or if Lender the security hereby created is in jeopardy and a distress or analogous process is levied upon notice thereof has been given to the assets of Debtor or any guarantor Borrower. Without prejudice to the generality of the indebtedness foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part thereof;therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived. (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf 2) In the event of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as occurrence of an inducement to Secured Party to enter into this Event of Default before the Facilities or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any material adverse change in notice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the facts disclosed by any such certificatestatutory powers of a mortgagee in respect of the Property and in particular, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior and without prejudice to the time generality of such execution; andthe foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause. (94) If Secured PartyAny surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Borrower or to any person entitled to the Property, and may be applied by the Lender in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment satisfaction or in reduction of any indebtedness money owing by the Borrower to the Lender either alone or performance jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Borrower is in default in paying the money secured or of any other liabilities for which the Obligations Mortgage is or is about to be placed in jeopardysecurity.

▇▇▇▇▇▇ of Default. The happening of any Each of the following events or conditions shall constitute default hereunder which circumstances set out in this Clause 9 is herein referred to as ‘default’ or an ‘Event of Default’: (1) . The Debtor Borrower fails to satisfy pay any sum due OR [Repayment Instalment when due] under this Agreement. The Borrower fails (other than by failing to pay) to comply with any provision of this Agreement and the default is not remedied within [*] Business Days of the Lender notifying the Borrower of the default and the remedy required. The Borrower commences negotiations, or perform enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its indebtedness (because of actual or anticipated financial difficulties). Any action, proceedings, procedure or step is taken for the Obligations when due; (2) The non-payment when duewinding up, whether by acceleration dissolution, administration or otherwise, of any principal or interest forming part reorganisation of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, Borrower. Any representation, warranty or audit report heretofore statement made, repeated or hereafter furnished deemed made by or on behalf of Debtor pursuant to or in connection with this Agreementthe Borrower in, or otherwise pursuant to, this Agreement is (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false been) incomplete, untrue, incorrect or misleading in any material respect at when made. The Borrower is unable to, or admits its inability to, pay its debts as they fall due. The Borrower repudiates or rescinds or shows an intention to repudiate or rescind this Agreement. Any event occurs (or circumstances exist) which, in the time as opinion of which the facts therein set forth were stated Lender, has or certified is likely to materially and adversely affect the Borrower's ability to perform all or becomes incorrect in any respect of its obligations under, or otherwise comply with the terms of, this agreement. On and at any time after the occurrence of an Event of Default, the Lender may allow the Borrower to provide a new payment plan for the approval of the Lender. If the Borrower shall fail to make good the default after the lapse of 30 days or proves provide an alternative payment plan the Lender may: extend the time within which the Loan OR [REPAYMENT INSTALMENT] is to have omitted any substantial contingent or unliquidated liability or claim against Debtorbe paid; or if upon the date of execution of this Agreement, there parties shall have been any material adverse change enter into new negotiations to set out the manner in any of which the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to remaining outstanding amount may be placed in jeopardysettled.

▇▇▇▇▇▇ of Default. The happening occurrence of any one or more of the following events (whether such event shall be voluntary or conditions 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 administrative or governmental body) shall constitute default hereunder which is herein referred to as ‘default’ or an ‘a “Lease Event of Default’”: (1a) The Debtor fails to satisfy or perform any the occurrence of the Obligations when duea Payment Default; (2b) The non-payment Lessee shall fail to maintain insurance as required by Article XIII of this Lease; (c) Any representation or warranty made by Lessee herein or by Lessee, any Guarantor or Ground Lessor (or any of their respective officers) in connection with this Lease or in any other Operative Document shall prove to have been incorrect in any material respect when duemade; (d) the Parent Guarantor shall fail to perform or observe any term, whether by acceleration covenant or otherwise, of any principal or interest forming part agreement contained in Sections 8(d) of the indebtedness or Guaranty (with respect to the failure of Debtor to observe or perform any obligationParent Guarantor, covenant, term, provision or condition contained in this Agreement Lessee or any other Guarantor only), 8(i) of the Guaranty (other than clauses (v) and (vi) thereof), 9 of the Guaranty or 10 of the Guaranty, or (ii) the Parent Guarantor, any other Guarantor, Lessee or Ground Lessor shall fail to perform or observe any other term, covenant or agreement between Debtor contained in the Operative Documents on their respective part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Parent Guarantor, such other Guarantor, Lessee or Ground Lessor, as applicable, by the Administrative Agent or Lessor; (e) the Parent Guarantor or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or net amount of at least $250,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Parent Guarantor or such Subsidiary (as the case may be), when the same becomes due and Secured Party payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure has not been waived shall continue after the applicable grace period, if any, specified in the agreement or cured within instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable period grace period, if any, specified in such agreement or instrument, if the effect of gracesuch event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; (3f) The bankruptcy or insolvency of Debtor the Parent Guarantor or any guarantor of the indebtedness; the filing against Debtor its Subsidiaries (other than any of its Immaterial Subsidiaries) shall generally not pay its debts as such debts become due, or any guarantor of the indebtedness of shall admit in writing its inability to pay its debts generally, or shall make a petition in bankruptcy; the making of an authorized general assignment for the benefit of creditors by ▇▇▇▇▇▇ creditors; or any guarantor proceeding shall be instituted by or against the Parent Guarantor or any of its Subsidiaries (other than any of its Immaterial Subsidiaries) seeking to adjudicate it a bankrupt 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 of debtors, or seeking the indebtedness; entry of an order for relief or the appointment of a receiver receiver, trustee, custodian or trustee other similar official for Debtor or any guarantor of the indebtedness it or for any assets substantial part of Debtor its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency actions sought in such proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Parent Guarantor or any of its Subsidiaries (other than any of its Immaterial Subsidiaries) shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or (g) judgments or orders for the payment of money in excess of $250,000,000 in the aggregate shall be rendered against the Parent Guarantor or any of its Subsidiaries and warranties contained hereineither (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this 16.1(g) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A-” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order or (iii) such judgment or order shall have been paid; or (h) the Parent Guarantor or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $250,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Parent Guarantor or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or (i) the Guaranty provided by any Guarantor shall for any reason cease (other than in accordance with the provisions of the applicable Guaranty) to be valid and binding on such Guarantor, or any Guarantor shall so state in writing; or (j) (i) a Change of Control shall have occurred; or (ii) Lessee or Ground Lessor shall cease to be a wholly owned Subsidiary of Parent Guarantor, or any Guarantor (other than Parent Guarantor) shall cease to be a wholly owned Subsidiary of Parent Guarantor; or (k) (i) any Operative Document or the security interest and lien granted under any Operative Document (except in accordance with its terms), in whole or in part, terminates, ceases to be effective or ceases to be the legal, valid and binding enforceable obligation of any Guarantor, Lessee, Ground Lessor or any of their respective Affiliates, as the case may be, or (ii) any Guarantor, Lessee, Ground Lessor or any of their respective Affiliates, directly or indirectly contests in any manner in any court the effectiveness, validity, binding nature or enforceability thereof; (iii) the security interest and lien securing Lessee’s obligations under the Operative Documents, in whole or in part, ceases to be a perfected first priority security interest and lien (subject only to Permitted Liens) or (iv) any default exists under the Ground Lease beyond the applicable cure period provided therein or the Ground Lease is otherwise terminated or the lessee or obligor thereunder receives notice that it is or will be otherwise terminated; or (l) Lessee shall fail to use commercially reasonable efforts to sell the Leased Property as an inducement and when required by and in accordance with or shall fail to Secured Party satisfy each of the terms, covenants, conditions and agreements set forth at Articles XX and XXI in connection with and following its exercise of the Sale Option, including each of Lessee’s obligations at Sections 20.1 and 21.1; or (m) a judicial or nonjudicial forfeiture or seizure proceeding is commenced by a Governmental Authority and remains pending with respect to enter into this the Leased Property or any other agreement with Debtorpart thereof, proves on the grounds that the Leased Property or any part thereof had been used to have been false commit or facilitate the commission of a criminal offense by any Person, including any tenant, pursuant to any Law, including under the Controlled Substances Act or the Civil Asset Forfeiture Reform Act, regardless of whether or not the Leased Property shall become subject to forfeiture or seizure in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtorconnection therewith; or if upon the date of execution of this Agreement, or (n) there shall have been any material adverse change in any occurred an Event of Default under, and as defined in, the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardyEquipment Lease Operative Documents.

▇▇▇▇▇▇ of Default. The happening of any Each of the following events or conditions shall constitute an event of default hereunder which is herein referred to as ‘default’ or an ‘("Event of Default’:"): a. default in the payment when due of all or any part of the principal of or interest on any Loan (1whether at the stated maturity thereof or at any other time provided for in this Agreement) The Debtor fails or other Obligation payable hereunder or under any other Loan Document and in respect of any interest payments, such default in payment is not cured within five (5) Business Days of such due date; b. default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within thirty (30) days after written notice thereof is given to satisfy the Borrower by the Lender; c. any representation or perform warranty made herein or in any other Loan Document or in any certificate furnished to the Lender pursuant hereto or thereto proves untrue in any material respect as of the date of the issuance or making or deemed making thereof; d. any of the Obligations when dueLoan Documents, or any material provision thereof, shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or Borrower takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder; e. default shall occur under any other Indebtedness of Borrower to the Lender; (2i) The any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, shall be entered or filed against Borrower, or against any of their respective Property, in an aggregate amount for all such Persons in excess of $250,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 30 days, or any action shall be legally taken by a judgment creditor to attach or levy upon any Property of Borrower to enforce any such judgment, or (ii) Borrower shall fail within thirty (30) days to discharge one or more non-payment when duemonetary judgments or orders which, whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of graceproper proceedings diligently pursued; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇. ▇▇▇▇▇▇▇▇ shall (i) have entered involuntarily against it an order for relief under the Bankruptcy Code, as amended, which order is undismissed or any guarantor unstayed for a period of 60 days, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the indebtedness; benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver receiver, custodian, trustee, examiner, liquidator or trustee similar official for Debtor it or any guarantor substantial part of the indebtedness or its Property, (v) institute any proceeding seeking to have entered against it an order for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding relief under the Bankruptcy and Insolvency Act Code, as amended, to adjudicate it insolvent, or otherwise;seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate or similar action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in this paragraph; or (4) The institution by h. a custodian, receiver, trustee, examiner, liquidator or against the Debtor similar official shall be appointed for Borrower, or any guarantor of the indebtedness substantial part of any formal of its Property, and such appointment continues undischarged or informal such proceeding continues undismissed or unstayed for the dissolution or liquidation of, settlement a period of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardy60 days.

▇▇▇▇▇▇ of Default. The happening (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :- (a) if the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when dueSecurity Documents; (2b) The non-if a demand is made for payment when due, whether by acceleration of all or otherwise, of any principal or interest forming part of the indebtedness moneys for the time being owing and unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; (c) if any representation or the failure warranty made in or in pursuance of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any of the Security Documents or in any certificate, statement or other agreement between Debtor document delivered in connection with the execution and Secured Party and such failure has not been waived delivery hereof or cured within thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any applicable period of gracematerial respect; (3d) The bankruptcy if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or insolvency obligation on the Borrower’s part and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of Debtor any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any guarantor part thereof of the indebtedness; Borrower and/or the filing Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against Debtor any part of the property or assets of the Borrower and/or the Guarantor or any guarantor of them and is not discharged within five (5) days of being levied and the Lender is of the indebtedness opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) should be instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a petition judicial manager in bankruptcy; relation to the making Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of an authorized them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors by ▇▇▇▇▇▇ or any guarantor if a statutory demand is issued or an application shall have been presented for the bankruptcy of the indebtedness; Borrower and/or the appointment of a receiver or trustee for Debtor or any guarantor Guarantor under the provisions of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy Insolvency, Restructuring and Insolvency Dissolution Act or otherwise2018; (4j) The institution if the Borrower and/or the Guarantor die or is declared by a court of competent jurisdiction to be insane or against otherwise incapable of handling his/ their affairs or lack capacity within the Debtor meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever . (k) if a notice or proposal for compulsory acquisition of the Property or any guarantor of the indebtedness part thereof shall be issued or made under or by virtue of any formal ordinance Act of Parliament or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtednessother statutory provision; (5l) If any encumbrance affecting if without the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor prior written consent of the indebtedness Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcyits business; (7m) If if any executionprovision of this Agreement or the Security Documents is or becomes or claims to be, sequestrationfor any reason, extent invalid or other process unenforceable; (n) if any state or agency of any court becomes enforceable against Debtor state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any guarantor of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the indebtedness or if Lender the security hereby created is in jeopardy and a distress or analogous process is levied upon notice thereof has been given to the assets of Debtor or any guarantor Borrower. Without prejudice to the generality of the indebtedness foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part thereof;therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived. (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf 2) In the event of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as occurrence of an inducement to Secured Party to enter into this Event of Default before the Facilities or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any material adverse change in notice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the facts disclosed by any such certificatestatutory powers of a mortgagee in respect of the Property and in particular, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior and without prejudice to the time generality of such execution; andthe foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause. (94) If Secured PartyAny surplus arising from the sale of the Property may be retained by the Lender, instead of being paid to the Borrower or to any person entitled to the Property, and may be applied by the Lender in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment satisfaction or in reduction of any indebtedness money owing by the Borrower to the Lender either alone or performance jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the Borrower is in default in paying the money secured or of any other liabilities for which the Obligations Mortgage is or is about to be placed in jeopardysecurity.

▇▇▇▇▇▇ of Default. The At the option of the Lenders, and without necessity of any demand upon or notice to the Borrowers all of which are hereby expressly waived by the Borrowers and notwithstanding anything contained herein the said dues and all of the obligations of the Borrowers to the Lenders hereunder shall immediately become due and payable irrespective of any agreed maturity and the Lenders shall be entitled to enforce its security, including presentation of cheques through the Confirming Party upon the happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’events: a. The Borrower(s) do not make their repayments by the Due Date(s) the Borrower's Dues (1or part thereof) and/or any amount payable pursuant to the Loan Document. b. The Debtor fails to satisfy Borrower(s) cancels or perform terminates any payment mandate or security created in favor of the Obligations when dueConfirming Party without first fulfilling its repayment obligations. c. Any event or circumstance occurs which the Confirming Party believes is likely to have a Material Adverse Effect or if any circumstance or event occurs which in the opinion of the Confirming Party, would or is likely to prejudicially or adversely affect in any manner, the ability/capacity of the Borrower(s) to perform or comply with its/their obligations under the Loan Documents and/or to pay/repay the Borrower's Dues or any part thereof. d. If any representations or statements or particulars made in the proposal/application by the Borrowers are found to be incorrect or e. The Borrower(s) commit any breach of any term set out in this Agreement; (2) The non-payment when duef. If any attachment, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement distress execution or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of graceprocess is initiated against the Borrower(s); (3g. If the Borrower(s) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to or carry on its business or makes profession or agrees if the Borrower(s) cease to make a bulk sale be in lawful employment or if, in the opinion of assets without complying with applicable law the Confirming Party, the Borrower(s) income/revenues/remuneration has become or commits is likely to become inadequate or threatens to commit an act of bankruptcyif any Borrower(s) dies or if any Borrower(s) becomes mentally unsound or if any Borrower(s) is imprisoned ; (7) h. If any execution, sequestration, extent or other process of any court becomes enforceable action for insolvency is filed against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardyBorrower(s).

▇▇▇▇▇▇ of Default. The happening of Each and any of the following events shall be considered a default or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘breach under this Agreement (each, and “Event of Default’:”): (1a) The Debtor Licensee fails to satisfy or perform pay any of the Obligations License Fees when due; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in due under this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of gracethirty (30) days; (3b) The bankruptcy Licensee intentionally understates or insolvency of Debtor underreports any Net Sales or any guarantor of the indebtedness; the filing against Debtor License Fees or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwiseMarketing Contribution Fees required to be paid pursuant to this Agreement; (4c) The institution by Licensee has any license or against permit associated with the Debtor Branded Retail Store or any guarantor of its obligations as contemplated herein revoked, suspended, or otherwise penalized and such license or permit is not restored and brought into full compliance with Applicable Law within thirty (30) days thereafter or such other license or permit is associated with the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part Branded Retail Store in substitution thereof; (8) If d) The occurrence of: (i) the commencement of any certificate, statement, representation, warranty bankruptcy or audit report heretofore or hereafter furnished insolvency proceeding by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against DebtorLicensee; or if upon (ii) the date filing of execution any articles of this Agreement, there shall have been dissolution or its equivalent for Licensee; (e) Licensee or Licensee Party is convicted of (or pleads no contest to) any material adverse change in misdemeanor or felony that brings or tends to bring any of the facts disclosed Licensed Property into disrepute or impairs or tends to impair the reputation or the goodwill of any of the Licensed Property or the Branded Retail Store; (f) If any of Licensee or any Licensee Party breaches any provision or covenant of this Agreement and fails to cure the same within thirty (30) days after written notice thereof, as determined by Licensor in its reasonable discretion; provided, however, if such breach is not reasonably capable of being cured within thirty (30) days, Licensee shall have such additional period of time as is reasonably required to cure such breach provided that Licensee commences to cure such breach with thirty (30) days and diligently prosecutes the same to completion; ​ ​ (g) If any owner of, or party with a financial interest in, any Operating Subsidiary is disqualified for any reason under Applicable Law from owning or having a financial interest in such certificateOperating Subsidiary under Applicable Law; provided, representationhowever, statement, warranty that Licensee shall have sixty (60) days after written notice thereof from the applicable Governmental Authority to purchase the interest of such party or audit reportcause such Governmental Authority to rescind such disqualification; (h) If Licensee or any Operating Subsidiary violates Applicable Law, which change shall violation is not have been disclosed to Secured Party at or prior to the time cured within thirty (30) days of such executionviolation; andprovided, however, if such violation is not reasonably capable of being cured within thirty (30) days, Licensee shall have such additional period of time as is reasonably required to cure such violation provided that Licensee commences to cure such violation with thirty (30) days and diligently prosecutes the same to completion; (9i) If Secured PartyLicensee undergoes a Change of Control without the prior written approval of Licensor, where “Change of Control” means: (1) any “person” (as such term is used in good faith, believes Sections 13(d) and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance 14(d) of the Obligations Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or is about becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the applicable company representing fifty percent (50%) or more of the total voting power represented by the company’s then outstanding voting securities, whether by tender offer, or otherwise, (2) the consummation of a merger or consolidation of the applicable company with any other entity, other than a merger or consolidation which would result in the voting securities of the company outstanding immediately prior thereto continuing to be placed in jeopardy.represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the company or such surviving entity outstanding immediately after such merger or consolidation. Notwithstanding the foregoing, Change of Control shall exclude any spin-out transaction or financing of Holigen Holdings Limited; or

▇▇▇▇▇▇ of Default. The happening (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :- (a) if the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when dueSecurity Documents; (2b) The non-if a demand is made for payment when due, whether by acceleration of all or otherwise, of any principal or interest forming part of the indebtedness moneys for the time being owing and unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; (c) if any representation or the failure warranty made in or in pursuance of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any of the Security Documents or in any certificate, statement or other agreement between Debtor document delivered in connection with the execution and Secured Party and such failure has not been waived delivery hereof or cured within thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any applicable period of gracematerial respect; (3d) The bankruptcy if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or insolvency obligation on the Borrower’s part to be performed and observed hereunder (other than the payment of Debtor any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrancer shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any guarantor part thereof of the indebtedness; Borrower and/or the filing Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against Debtor or any guarantor part of the indebtedness property or assets of the Borrower and/or the Guarantor and is not discharged within five (5) days of being levied and the Lender is of the opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Borrower and/or the Guarantor and the Lender is of the opinion that it will materially affect the Borrower’s ability to repay the Construction Loan Facility hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if the Borrower and/or the Guarantor becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay the its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a petition in bankruptcy; the making of an authorized general assignment for the benefit of its or their creditors or if a statutory demand is issued or an application shall have been presented for the bankruptcy of the Borrower and/ or the Guarantor under the provisions of the Insolvency, Restructuring and Dissolution Act 2018; (i) if the Borrower and/or the Guarantor die or is declared by ▇▇▇▇▇▇ a court of competent jurisdiction to be insane or otherwise incapable of handling his/ their affairs or lack capacity within the meaning of the Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any reason whatsoever; (j) if a notice or proposal for compulsory acquisition of the Property or any guarantor part thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (k) if any provision of this Agreement or the Security Documents is or becomes or claims to be, for any reason, invalid or unenforceable; (l) if any state or agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the indebtednessassets properties or shares of the Borrower and/or the Guarantor; (m) if a situation shall have arisen, which is the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (n) if in the opinion of the Lender the security hereby created is in jeopardy and a notice thereof has been given to the Borrower. Without prejudice to the generality of the foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the appointment value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Construction Loan Facility granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived. (2) In the event of the occurrence of an Event of Default before the Construction Loan Facility or any part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Construction Loan Facility shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any notice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the statutory powers of a receiver or trustee for Debtor or any guarantor mortgagee in respect of the indebtedness or for any assets of Debtor or any guarantor Property and in particular, and without prejudice to the generality of the indebtedness; or foregoing, the institution power of sale, without any restriction whatsoever imposed by or against Debtor or any guarantor Section 25 of the indebtedness Conveyancing And Law Of Property Act 1886 and the provisions of any other type Section 25 of insolvency proceeding under the Bankruptcy and Insolvency said Act shall be so varied or otherwise;extended in their application to the security constituted by the Mortgage that the power of sale may be exercised in accordance with the provisions of this Clause. (4) The institution by or against Any surplus arising from the Debtor or any guarantor sale of the indebtedness Property may be retained by the Lender, instead of being paid to the Borrower or to any person entitled to the Property, and may be applied by the Lender in satisfaction or in reduction of any formal money owing by the Borrower to the Lender either alone or informal proceeding for jointly with any other person and whether as principal or as surety on any account whatsoever, and whether or not the dissolution Borrower is in default in paying the money secured or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of liabilities for which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations Mortgage is or is about to be placed in jeopardysecurity.

▇▇▇▇▇▇ of Default. The happening following events shall constitute Events of Default under this Lease: (a) A default by Tenant in the payment when due of any Base Rent or Additional Rent or any other sum payable hereunder and the continuation of such default for a period of five (5) days after the same is due; provided, however, that on not more than one (1) occasion during any twelve (12) month period within the Term, Landlord shall give Tenant a written notice of delinquency and shall not declare an Event of Default if such delinquency is cured within two (2) business days after delivery of such notice (it being understood that no further delinquency notice shall be required for the ensuing twelve (12) months); (b) A default by Tenant in the performance of any of the following events other terms, covenants, agreements or conditions shall constitute contained herein and the continuation of such default hereunder which for a period of 20 days after notice by Landlord or beyond the time reasonably necessary for cure if the default is herein referred of a nature to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails require more than 20 days to satisfy or perform any of the Obligations when dueremedy; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3c) The bankruptcy or insolvency of Debtor Tenant or any guarantor of the indebtedness; the filing against Debtor this Lease, transfer by Tenant or any guarantor of the indebtedness this Lease in fraud of a petition in bankruptcy; the making creditors, an assignment by Tenant or any guarantor of an authorized assignment this Lease for the benefit of creditors creditors, or the commencement of any proceedings of any kind by ▇▇▇▇▇▇ or against Tenant or any guarantor of this Lease under any provision of the indebtedness; Federal Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act unless, in the event any such proceedings are involuntary, Tenant is discharged from the same within 60 days thereafter; (d) The appointment of a receiver or trustee for Debtor or any guarantor a substantial part of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwiseTenant; (4e) The institution by or against the Debtor or any guarantor abandonment of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtednessPremises; (5f) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor The levy upon this Lease or any guarantor estate of Tenant hereunder by any attachment or execution and the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves failure to have been false in any material respect at the time as of which the facts therein set forth were stated such attachment or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such executionvacated within 20 days thereafter; and (9g) If Secured PartyTenant violates the same term or condition of this Lease on three (3) occasions during any twelve (12) month period or thereafter violates the same term or condition on two (2) occasions during any succeeding twelve (12) month period, in good faith, believes and has commercially reasonable grounds Landlord shall have the right to believe that the prospect of payment of exercise all remedies for any indebtedness or performance violations of the Obligations is same term or is about condition during the next twelve (12) months without providing further notice or an opportunity to be placed in jeopardycure.

▇▇▇▇▇▇ of Default. The happening of If any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or circumstances set out below (each, an ‘“Event of Default’”) occurs: (1a) The Debtor the Borrower fails to satisfy or perform any repay the outstanding balance of the Obligations Loan when dueit becomes due and payable; (2b) The non-payment when due, whether the Borrower defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraph (a) of this Section 5) and such default is not remedied within thirty (30) days after the Borrower receiving written notice of such default from the Lender; (c) any representation or warranty made in writing by acceleration or otherwise, of any principal or interest forming part on behalf of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained Borrower in this Agreement or in any other agreement between Debtor and Secured Party and such failure has not writing furnished in connection with the transactions contemplated hereby proves to have been waived false or cured within incorrect in any applicable period material respect on the date as of gracewhich made; (3d) The bankruptcy the Borrower (i) is generally not paying, or insolvency of Debtor admits in writing its inability to pay, its debts as they become due, (ii) files, or any guarantor of the indebtedness; consents by answer or otherwise to the filing against Debtor it of, a petition for relief or reorganization or arrangement or any guarantor of the indebtedness of a other petition in bankruptcy; the making , for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; its creditors, (iv) consents to the appointment of a receiver custodian, receiver, trustee or trustee other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for Debtor or the purpose of any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtednessforegoing; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise;or (4e) The institution with respect to the Borrower, a court or governmental authority of competent jurisdiction enters an order appointing, without consent by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation ofBorrower, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any executioncustodian, sequestrationreceiver, extent trustee or other process officer with similar powers with respect to it or with respect to any substantial part of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreementits property, or otherwise (including, without limitation, the representations and warranties contained herein) constituting an order for relief or as an inducement to Secured Party to enter into this approving a petition for relief or reorganization or any other agreement petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Borrower, or any such petition shall be filed against the Borrower and such petition shall not be dismissed within ninety (90) days; or (f) the Borrower is dissolved or wound up. then, and in each such event (other than an event with Debtor, proves respect to have been false the Borrower described in any material respect at the time as clause (d) or (e) of which the facts therein set forth were stated or certified or becomes incorrect in any respect this Section 5) and at any time thereafter, the Lender may, by notice to the Borrower, take any or proves all of the following actions, at the same or different times: (i) declare the outstanding balance of the Loan and all other amounts outstanding under this Agreement to have omitted be immediately due and payable, whereupon such amounts shall become immediately due and payable and (ii) exercise any substantial contingent other remedies available at law or unliquidated liability in equity; and in case of any event with respect to the Borrower described in clause (d) or claim against Debtor; or if upon the date of execution (e) of this AgreementSection 5, there shall have been any material adverse change in any the principal of the facts disclosed by any such certificateLoan then outstanding, representationtogether with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, statementshall automatically become due and payable, warranty without presentment, demand, protest or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment other notice of any indebtedness or performance kind, all of which are hereby waived by the Obligations is or is about to be placed in jeopardyBorrower.

▇▇▇▇▇▇ of Default. The happening of any Any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1a) Obligor fails to pay (i) when and as required to be paid herein, any amount of principal of the Note, or (ii) within three days after the same becomes due, any interest on the Note, any fee due hereunder, or any other amount payable hereunder. (b) The Debtor Obligor fails to satisfy perform or perform observe any of the Obligations when due; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, other term, provision covenant or condition agreement contained in this Agreement or any other agreement between Debtor and Secured Party Note not specifically addressed in this Section 6 and such failure has not been waived or cured within any applicable period 30 calendar days of grace;receipt by Obligor of written notice from Holder thereof. (3c) Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Obligor herein, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made. (d) The termination of existence, dissolution, winding up or liquidation of Obligor. (e) The Obligor institutes or consents to the institution of any proceeding under any bankruptcy law, or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of makes an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ creditors; or any guarantor of the indebtedness; applies for or consents to the appointment of a receiver any receiver, trustee, custodian, conservator, liquidator, rehabilitator or trustee similar officer for Debtor it or for all or any guarantor material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the indebtedness Obligor and the appointment continues undischarged or unstayed for 30 calendar days; or any proceeding under any bankruptcy law relating to the Obligor or to all or any material part of its property is instituted without the consent of the Obligor and continues undismissed or unstayed for 30 calendar days, or an order for relief is entered in any such proceeding. (f) The Obligor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due. (g) There is entered against the Obligor one or more final judgments or orders for the payment of money or any one or more non-monetary final judgments that have, individually or in the aggregate, a Material Adverse Effect and, in either case, (i) enforcement proceedings are commenced by any creditor upon such judgment or order, or (ii) there is a period of 30 consecutive calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect. (h) Any material provision of this Note, at any time after its execution and delivery and for any assets reason other than as expressly permitted hereunder or thereunder or satisfaction in full of Debtor or any guarantor of all the indebtednessObligations, ceases to be in full force and effect; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this Obligor or any other agreement with Debtor, proves to have been false Person contests in any material respect at manner the time as validity or enforceability of which the facts therein set forth were stated any provision of this Note; or certified Obligor denies that it has any or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated further liability or claim against Debtorobligation under this Note; or if upon Obligor seeks to challenge or assert the date invalidity of execution any Lien granted hereunder on the Collateral, or purports to revoke, terminate or rescind any provision of this AgreementNote. (i) There occurs any Change of Control. (j) There occurs a material breach by Obligor or GECM under the Acquisition Agreement or the Profit Agreement that has not been cured (to the extent capable of being cured) by Obligor or GECM, there shall have been any as applicable, within 10 business days written notice of such material adverse change in breach from Holders to Obligor or GECM, as the case may be, or any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations agreements is or is about to be placed in jeopardy.terminated. Annex 1-8

▇▇▇▇▇▇ of Default. The happening occurrence of any of the following acts or events or conditions shall will constitute default hereunder which is herein referred to as ‘default’ or an ‘“Event of Default’: ” under this Agreement: (1a) The Debtor if Seller fails to satisfy or perform make payment of any of the Obligations when due; ; (2b) The non-payment when due, whether by acceleration or otherwise, if Seller commits any breach of any principal or interest forming part of the indebtedness terms, representations, warranties, covenants, conditions or the failure provisions of Debtor to observe this Agreement, or perform of any obligationpresent or future amendment, covenantrestatement, termextension, provision supplement or condition contained in this Agreement other modification hereof or of any other agreement between Debtor Buyer and Secured Party and such failure has not been waived Seller; (c) if Seller becomes insolvent or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by unable to meet ▇▇▇▇▇▇ ▇’s debts as they mature; (d) if Seller fails to pay when due any material obligations or liabilities owing by Seller to any guarantor Person (including without limitation, any United States and state taxes); (e) if Seller calls, or has called by a third party, a meeting of the indebtednesscreditors; the appointment of (f) if any bankruptcy proceeding, insolvency arrangement, receivership or ​ ​ ​ ​ similar proceeding is commenced by or against Seller under any federal, state or other applicable law; (g) if Seller suspends or discontinues doing business for any reason; (h) if a receiver or trustee of any kind is appointed for Debtor Seller or any guarantor of Seller’s property; (i) if there shall be a change in the beneficial ownership and control, directly or indirectly of the indebtedness or for any assets of Debtor or any guarantor majority of the indebtednessoutstanding voting securities or other interests entitled (without regard to the occurrence of any contingency) to elect or appoint members of the board of directors or other managing body of Seller; or the institution by or against Debtor or (j) if Seller grants to any guarantor of the indebtedness of Person other than Buyer any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation oflien, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent Security Interest or other process of Encumbrance on or to any court becomes enforceable against Debtor or any guarantor of the indebtedness or Collateral; (k) if a distress notice of lien, money judgment, levy, assessment, seizure or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreementwrit, or otherwise (including, without limitation, warrant of attachment is entered or filed against Seller or with respect to the representations and warranties contained herein) or as an inducement to Secured Party to enter into this Accounts or any other agreement with Debtor, proves to have been false Collateral in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against DebtorSeller has granted Buyer a Security Interest; or (l) if upon the date Seller sells, leases, transfers or otherwise disposes of execution all or substantially all of this AgreementSeller’s property or assets, there shall have been or consolidates with or merges into or with any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty corporation or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardyentity.

▇▇▇▇▇▇ of Default. The happening of any (a) Any of the following events or conditions specified in this Section 9 shall constitute a default by Borrower hereunder which is herein referred to as ‘default’ or (an ‘“Event of Default’:”): (1i) The Debtor fails Failure to satisfy or perform any of the Obligations when due; (2) The non-payment when due, whether by acceleration or otherwise, of pay any principal or interest forming part when due and payable under this Note, which is not cured within five (5) business days; ​ ​ ​ (ii) Default by Borrower or SNDBX (each of Borrower and SNDBX being referred to herein as a “Loan Party”) in the indebtedness performance or the failure observance of Debtor to observe or perform any obligation, covenant, termcondition, provision undertaking or condition agreement contained in this Note or in the Letter Agreement or any other agreement between Debtor and Secured Party and such failure has the Security Agreement, which default is not been waived or cured (if capable of cure) within any applicable period of grace; thirty (330) The bankruptcy or insolvency of Debtor or any guarantor days of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying date Lender provides Borrower with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part written notice thereof; (8) If any certificate, statement, iii) Any representation, warranty or audit report heretofore or hereafter furnished other statement by or on behalf of Debtor pursuant to Borrower contained in this Note or in connection with this Agreement, the Letter Agreement or otherwise (including, without limitation, the representations and warranties contained herein) Security Agreement is false or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false misleading in any material respect at the time made; (iv) The Borrower or SNDBX shall become insolvent or generally fail to pay, or admit in writing such Loan Party’s inability to pay its debts as they become due; or either or both Loan Parties shall apply for, consent to, or acquiesce in, the appointment of a trustee, receiver or other custodian or for such Loan Party’s property, or make a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian shall be appointed for either or both Loan Parties or for a substantial part of the property of either or both Loan Parties and not be discharged within 60 days; or any bankruptcy, reincorporation, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding shall be commenced in respect of either or both Loan Parties or be consented to or acquiesced in by either or both Loan Parties or remain for 60 days undismissed or unvacated; (v) any judgments, writs, warrants of attachment, executions or similar process (not covered by insurance) shall be issued against either Loan Party or any of either or both Loan Parties’ assets where the aggregate amount of such judgments, writs, warrants of attachment, executions or similar process exceed $50,000.00 and are not released, vacated, suspended, stayed, abated or fully bonded prior to any sale and in any event within 30 days after its issue or levy; (vi) Borrower shall default and fail to cure such default in the time provided therein, under the terms of any other agreement, indenture, deed of trust, mortgage, promissory note or security agreement governing the borrowing of money in excess of $50,000.00 and: (i) the maturity of any amount owed under such document or instrument is accelerated; or (ii) such default shall continue unremedied or unwaived for a period of time to permit such acceleration; (vii) there is instituted against either Loan Party any criminal proceeding for which forfeiture of any material asset is a potential penalty, or either Loan Party is enjoined, restrained or in any way prevented by order of any governmental authority from conducting any material part of its business affairs and such order is not completely stayed, to the satisfaction of the Lender, or dissolved within 20 business days from the effective date of such order; or ​ ​ (viii) any representation or warranty of Borrower set forth in this Note. the Security Agreement or in the Letter Agreement shall be untrue in any material respect on the date as of which the facts therein set forth were are stated or certified certified. (b) Upon the happening of: (I) any Event of Default described in Section 9(a)(iv), the Lender’s obligation to make the Second Advance shall automatically terminate and the full unpaid principal amount of the Note, accrued interest and all other obligations of the Borrower to the Lender shall automatically be due and payable without any declaration, notice, presentment, protest or becomes incorrect in demand of any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtorkind (all of which are hereby waived); or if (2) any other Event of Default, the Lender, upon written notice, may terminate its commitment to make the date Second Advance and may declare the outstanding principal amount of execution the Note, accrued interest and all other obligations of this the Borrower to the Lender to be due and payable without other notice, presentment, protest or demand of any kind, whereupon the full unpaid amount of the Note, accrued interest and any and all other obligations, which shall be so declared due and payable, shall be and become immediately due and payable. In addition, the Lender may exercise any right or remedy available to it pursuant to the Security Agreement, there shall have been any material adverse change the Letter Agreement, at law or in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardyequity.

▇▇▇▇▇▇ of Default. The happening Debt shall become due at the option of the Mortgagee upon the occurrence of any one or more of the following events (herein collectively referred to as Events of Default): (a) if any portion of the Debt is not paid within five (5) days after notice by the Mortgagee to the Mortgagor that the same is past due or the entire Debt is not paid in full on the maturity date of the Note; or (b) if (except as permitted by Paragraph 6) the Mortgagor shall fail to pay any installment of any assessment against the Mortgaged Property for local improvements heretofore or hereafter laid, which assessment is or may become payable in annual or periodic installments and is or may become a lien on the Mortgaged Property; or (c) if any Federal tax lien is filed against the Mortgagor, any Guarantor or the Mortgaged Property and the same is not discharged of record within thirty (30) days after the same is filed; or (d) if (except as specifically provided to the contrary in Paragraph 12 above) without the consent of the Mortgagee (which consent in any and all circumstances may be withheld in the sole and absolute discretion of the Mortgagee) any part of the Mortgaged Property or any interest of any nature whatsoever therein or any interest of any nature whatsoever in the Mortgagor or any Guarantor (whether partnership, membership interest, stock, equity, beneficial, profit, loss or otherwise) is in any manner, by operation of law or otherwise, whether directly or indirectly, voluntary or involuntary, further encumbered, sold, transferred, assigned or conveyed; or, (e) if without the consent of the Mortgagee any Improvement or the Equipment (except for the normal replacement of the Equipment) is removed, demolished or materially altered, or if the Mortgaged Property is not kept in good condition and repair; or (f) if (except as permitted by Paragraph 6) the Mortgagor shall fail to comply with any requirement or order or notice of violation of law or ordinance issued by any governmental department claiming jurisdiction over the Mortgaged Property within three (3) months from the issuance thereof, or the time period set forth therein, whichever is less; or (g) if the Policies are not kept in full force and effect, or if the Policies are not delivered to the Mortgagee upon request; or (h) if on application of the Mortgagee two or more fire insurance companies lawfully doing business in the State of New York refuse to issue Policies; or (i) if (except as permitted by Paragraph 6) the Mortgagor shall fail to pay the Mortgagee on demand for all Premiums and/or Taxes paid by the Mortgagee pursuant to this Mortgage, together with any late payment charge and interest thereon calculated at the Default Rate; or (j) if (except as specifically provided to the contrary in Paragraph 8 above) without the consent of the Mortgagee any Leases are made, canceled or modified or if any portion of the Rents is paid for a period of more than one (1) month in advance (except for estimated taxes and operating expenses required to be paid in advance under a Lease) or if any of the Rents are further assigned; or (k) if any representation or warranty of the Mortgagor, or of any person (together with such person’s executors, administrators, legal representatives, successors and assigns, “Guarantor”) guaranteeing payment of the Debt or any portion thereof, or of operating expenses of the Mortgaged Property or guaranteeing performance by the Mortgagor of any of the following events terms of this Mortgage made herein or conditions shall constitute default hereunder which is herein referred to as ‘default’ in any such guaranty (the “Guaranty”), or an ‘Event of Default’: (1) The Debtor fails to satisfy in any certificate, report, financial statement or perform any of the Obligations when due; (2) The non-payment when due, whether by acceleration or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained other instrument furnished in this Agreement or any other agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; connection with the making of the Note, this Mortgage, or any such Guaranty, shall prove false or misleading in any material respect; or (l) if the Mortgagor or any Guarantor shall make an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ creditors; or (m) if a court of competent jurisdiction enters a decree or order for relief with respect to the Mortgagor or any guarantor Guarantor under Title 11 of the indebtednessUnited States Code as now constituted or hereafter amended or under any other applicable Federal or state bankruptcy law or other similar law, or if such court enters a decree or order appointing a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of the Mortgagor or any Guarantor, or of any substantial part of their respective properties, or if such court decrees or orders the winding up or liquidation of the affairs of the Mortgagor or any Guarantor; or (n) if the Mortgagor or any Guarantor files a petition or answer or consent seeking relief under Title 11 of the United States Code as now constituted or hereafter amended, or under any other applicable Federal or state bankruptcy law or other similar law, or if the Mortgagor or any Guarantor consents to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a receiver receiver, liquidator, assignee, trustee, custodian, sequestrator (or trustee for Debtor other similar official) of the Mortgagor or any guarantor Guarantor, or of any substantial part of their respective properties, or if the Mortgagor or any Guarantor fails generally to pay their respective debts as such debts become due, or if the Mortgagor or any Guarantor takes any action in furtherance of any action described in this subparagraph; or (o) if the Mortgagor or other person shall be in default beyond any applicable notice and/or grace period under the Note, or under any other mortgage, instrument or document evidencing, securing or guaranteeing payment of the indebtedness Debt, in whole or for any assets of Debtor in part, or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy otherwise executed and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or delivered in connection with the Note, this AgreementMortgage or the loan evidenced and secured thereby; or (p) if the Mortgagor or other person shall be in default beyond any applicable notice and/or grace period under any mortgage or deed of trust covering any part of the Mortgaged Property whether superior or inferior in lien to this Mortgage, or otherwise (and including, without limitation, any such mortgage or deed of trust now or hereafter held by the representations Mortgagee; or (q) if the Mortgaged Property shall become subject (i) to any tax lien, other than a lien for local real estate taxes and warranties contained hereinassessments not due and payable, or (ii) to any lis pendens, notice of pendency, stop order, notice of intention to file mechanic’s or as an inducement materialman’s lien, mechanic’s or materialman’s lien or other lien of any nature whatsoever and the same shall not either be discharged of record or in the alternative insured over to Secured Party the satisfaction of the Mortgagee by the title company insuring the lien of this Mortgage within a period of thirty (30) days after the same is filed or recorded, and irrespective of whether the same is superior or subordinate in lien or other priority to enter into the lien of this Mortgage and irrespective of whether the same constitutes a perfected or inchoate lien or encumbrance on the Mortgaged Property or is only a matter of record or notice; or (r) if any Guarantor or any other agreement with Debtorperson shall be in default beyond any applicable grace period under any Guaranty; or (s) if the Mortgagor shall continue to be in default under any of the other terms, proves to have been false in any material respect at the time as of which the facts therein set forth were stated covenants or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution conditions of this AgreementMortgage for five (5) days after notice from the Mortgagee in the case of any default which can be cured by the payment of a sum of money or for twenty (20) days after notice from the Mortgagee in the case of any other default, there provided that if such default cannot reasonably be cured within such twenty (20) day period and the Mortgagor shall have commenced to cure such default within such twenty (20) day period and thereafter diligently and expeditiously proceeds to cure the same, such twenty (20) day period shall be extended for so long as it shall require the Mortgagor 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 sixty (60) days; or (t) if the Mortgagor shall default in the observance or performance of any term, covenant or condition of the Mortgaged Lease on the part of the Mortgagor, as lessee thereunder, to be observed or performed, unless any such observance or performance shall have been waived or not required in writing by the lessor under the Mortgaged Lease, or if any material adverse change one or more of the events referred to in the Mortgaged Lease shall occur which would or may cause the Mortgaged Lease to terminate without notice or action by the lessor thereunder or which would entitle the lessor under the Mortgaged Lease to terminate the Mortgaged Lease and the term thereof by giving notice to the Mortgagor, as lessee thereunder, or if the leasehold estate created by the Mortgaged Lease shall be surrendered, in whole or in part, or if the Mortgaged Lease shall be terminated or canceled for any reason or under any circumstance whatsoever, or if any of the facts disclosed by terms, covenants or conditions of the Mortgaged Lease shall in any such certificatemanner be modified, representationchanged, statementsupplemented, warranty altered or audit report, which change shall not have been disclosed to Secured Party at or prior to amended without the time consent of such executionthe Mortgagee; andor8 (9u) If Secured Partyif the Mortgagor shall, in good faithwithout the Mortgagee’s prior written approval, believes and has commercially reasonable grounds elect to believe that treat the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardy.lease as terminated under Section 365(h)(1)

▇▇▇▇▇▇ of Default. The happening of If any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or (each, an ‘Event of Default’"EVENT OF DEFAULT") occurs: (1a) The Debtor fails any material representation or warranty made by the Borrower or any Guarantor in this Agreement or in any Loan Document or in connection with this Agreement or with the execution and delivery of the Notes or the credit extensions hereunder or any material statement or representation made in any report, financial statement, certificate or other document furnished by the Borrower or any Guarantors to satisfy the Administrative Agent, the Issuing Bank, the Agent or perform any of the Obligations when due; (2) The non-payment when due, whether by acceleration Lenders under or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in connection with this Agreement or any other agreement between Debtor and Secured Party Loan Document, shall prove to have been false or misleading in any material respect when made or delivered; or (b) default shall be made in the payment of any (i) Fees or interest on the Loans when due, and such failure has not been waived or cured within any applicable period of grace; default shall continue unremedied for more than three (3) The bankruptcy Business Days or insolvency of Debtor or any guarantor (ii) principal of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent Loans or other process of any court becomes enforceable against Debtor or any guarantor of amounts payable by the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise Borrower hereunder (including, without limitation, reimbursement obligations or cash collateralization in respect of Letters of Credit), when and as the representations same shall become due and warranties contained hereinpayable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; or (c) or as an inducement to Secured Party to enter into this default shall be made by the Borrower or any Guarantor in the due observance or performance of any covenant, condition or agreement contained in Article VI hereof; or (d) default shall be made by the Borrower or any Guarantor in the due observance or performance of any other covenant, condition or agreement with Debtor, proves to have been false in any material respect at be observed or performed pursuant to the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution terms of this AgreementAgreement or any of the other Loan Documents and, there with respect to Sections 5.01, 5.02 or 5.10, such default shall have been continue unremedied for more than five (5) Business Days; or (e) the Borrower's or any material adverse change Guarantor's Case shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; a trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code (or any Person having powers similar to a trustee) shall be appointed in any of the facts disclosed Cases and the order appointing such trustee shall not be reversed or vacated within thirty (30) days after the entry thereof; or an application shall be filed by the Borrower or any Guarantor for the approval of any other superpriority claim (other than the Carve-Out) in any of the Cases which is pari passu with or senior to the claims of the ---- ----- Administrative Agent, the Issuing Bank, the Agent and the Lenders against the Borrower or the Guarantors hereunder or there shall arise any such certificatepari passu or senior superpriority claim or other ---- ----- claim; or the Order shall be stayed, representationmodified, statement, warranty reversed or audit report, which change vacated; or (f) the Bankruptcy Court shall not have been disclosed to Secured Party at enter an order or prior orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment holder or holders of any indebtedness security interest to permit foreclosure (or performance the granting of a deed in lieu of foreclosure or the like) in any assets of the Obligations is Borrower or is about to be placed any of the Guarantors (other than those assets listed on Schedule 7.01(f)) which have a value in jeopardy.excess of $1,000,000 in the aggregate; or

▇▇▇▇▇▇ of Default. The happening occurrence and continuance of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘an “event of default’ or an ‘Event of Default’” hereunder: (1i) The Debtor fails to satisfy or perform any failure of the Obligations Borrower to pay any installment due on any Note when due; (2) The non-payment when duethe same shall become due and payable, whether at maturity or upon any date fixed for prepayment or by acceleration or otherwise; provided, however, so long as the Borrower is the holder of the Series 2020 Bonds, a failure to pay an installment on the Note shall not constitute a default under this Section; or (ii) failure of the Borrower to observe and perform any principal other covenant, condition or interest forming provision hereof, including all warrants and representations, and to remedy such default within 30 days after notice thereof from the Trustee to the Borrower, unless the Issuer shall have consented thereto in writing; or (iii) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of its property, or ordering the indebtedness windup or liquidation of its affairs; or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any other agreement between Debtor filing and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness pendency for ninety days without dismissal of a petition initiating an involuntary case under any other bankruptcy, insolvency or similar law; or (iv) the commencement by the Borrower of any voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in bankruptcy; effect, whether consent by it to an entry to an order for relief in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or of any substantial part of its property, or the making by the Borrower of an authorized any general assignment for the benefit of creditors by ▇▇▇▇▇▇ creditors, or any guarantor the failure of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; Borrower generally to pay its debts as such debts become due, or the institution taking of corporate action by or against Debtor or any guarantor the Borrower in furtherance of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by foregoing; or (v) any such certificateevent of default under Section 7.1 of the Indenture, representation, statement, warranty or audit report, which change except that a default under Section 7.1(d) shall not have been disclosed to Secured Party at or prior create a right of acceleration except to the time of such execution; and (9) If Secured Party, in good faith, believes extent that Pledged SEP TIF Revenues are on hand and has commercially reasonable grounds available to believe that pay debt service on the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardySeries 2020 Bonds.

▇▇▇▇▇▇ of Default. The happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event Events of Default’: (1) The Debtor fails . you fail to satisfy or perform make any of the Obligations when due; (2) The non-payment when due, whether by acceleration due under this Agreement or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligationother provision of this Agreement and such failure continues for one Business Day after notice of non-performance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, covenantreorganisation, terman arrangement or composition, provision a freeze or condition contained moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorise any of the foregoing, and in the case of a reorganisation, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any other guarantee, hypothecation agreement, margin or security agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation ofdocument, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtordocument containing an obligation of a third party (“Credit Support Provider”), or of you, in favour of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time as it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of which the facts therein set forth were stated all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or certified warranty made or becomes incorrect in given or deemed made or given by any respect at Credit Support Provider pursuant to any time or Credit Support Document proves to have omitted been false or misleading in any substantial contingent material respect as at the time it was made or unliquidated liability given or claim against Debtor; deemed made or if upon the date of execution given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this AgreementClause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, there shall or any action is taken, or event occurs which we consider might have been any a material adverse change in effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed beneficial owner of more than one accounts you may maintain with us and/or your capacity to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment act as a money manager on behalf of any indebtedness or performance other client of us; • you take advantage of delays occurred in the Obligations is or is about prices and you place orders at outdated prices, you trade at off- market prices and/or outside trading hours, you manipulate the system to be placed trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in jeopardyrelation to you under any other agreement between us.

▇▇▇▇▇▇ of Default. The happening of any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event Events of Default’: (1) The Debtor fails . you fail to satisfy or perform make any of the Obligations when due; (2) The non-payment when due, whether by acceleration due under this Agreement or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligationother provision of this Agreement and such failure continues for one Business Day after notice of nonperformance has been given by us to you; 2. you commence a voluntary case or other procedure seeking or proposing liquidation, covenantreorganization, terman arrangement or composition, provision a freeze or condition contained moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a “ Custodian”) of you or any substantial part of your assets, or if you take any corporate action to authorised any of the foregoing, and in the case of a reorganization, arrangement or composition, we do not consent to the proposals; • an involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such involuntary case or other procedure either: 1. has not been dismissed within five days of its institution or presentation; or 2. has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; 3. you die, become of unsound mind, are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you: or any indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); 4. you or any Credit Support Provider (or any Custodian acting on behalf of either of you or a Credit Support Provider) disaffirms, disclaims or repudiates any obligation under this Agreement or any other guarantee, hypothecation agreement, margin or security agreement between Debtor and Secured Party and such failure has not been waived or cured within any applicable period of grace; (3) The bankruptcy or insolvency of Debtor or any guarantor of the indebtedness; the filing against Debtor or any guarantor of the indebtedness of a petition in bankruptcy; the making of an authorized assignment for the benefit of creditors by ▇▇▇▇▇▇ or any guarantor of the indebtedness; the appointment of a receiver or trustee for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation ofdocument, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtordocument containing an obligation of a third party (“Credit Support Provider”), or of you, in favor of us supporting any of your obligations under this Agreement (each a “ Credit Support Document”); 5. any representation or warranty made or given or deemed made or given by you under this Agreement or any Credit Support Document proves to have been false or misleading in any material respect as at the time as it was made or given or deemed made or given; • any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it in accordance with the applicable Credit Support Document; • any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of which the facts therein set forth were stated all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; 1. any representation or certified warranty made or becomes incorrect in given or deemed made or given by any respect at Credit Support Provider pursuant to any time or Credit Support Document proves to have omitted been false or misleading in any substantial contingent material respect as at the time it was made or unliquidated liability given or claim against Debtor; deemed made or if upon the date of execution given; 2. any event referred to in Clauses 14.2 to Clause 14.4 of this AgreementClause 14 (Events of Default) occurs in respect of any Credit Support Provider; 3. we consider it necessary or desirable for our own protection, there shall or any action is taken, or event occurs which we consider might have been any a material adverse change in effect upon, your ability to perform any of your obligations under this Agreement; • you fail or omit to disclose to us your capacity as the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed beneficial owner of more than one accounts you may maintain with us and/or your capacity to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment act as a money manager on behalf of any indebtedness or performance other client of us; • you take advantage of delays occurred in the Obligations is or is about prices and you place orders at outdated prices, you trade at off-market prices and/or outside trading hours, you manipulate the system to be placed trade at prices not quoted to you by us and you perform any other action that constitutes improper trading; and/or • any event of default (however described) occurs in jeopardyrelation to you under any other agreement between us.

▇▇▇▇▇▇ of Default. The happening (1) Without prejudice to the Lender's right at any time to demand repayment of the Total Indebtedness at any time as provided in this Agreement, if any one or more of the following Events of Default shall occur, that is to say :- (a) if the Borrower and/or the Guarantor shall fail to pay or otherwise discharge when due, any sum of moneys, whether principal, interest, fees or otherwise, payable under this Agreement and/or any of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or an ‘Event of Default’: (1) The Debtor fails to satisfy or perform any of the Obligations when dueSecurity Documents; (2b) The non-if a demand is made for payment when due, whether by acceleration of all or otherwise, of any principal or interest forming part of the indebtedness moneys for the time being owing and unpaid and the Borrower and/or the Guarantor defaults in payment thereof as demanded; (c) if any representation or the failure warranty made in or in pursuance of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement or any of the Security Documents or in any certificate, statement or other agreement between Debtor document delivered in connection with the execution and Secured Party and such failure has not been waived delivery hereof or cured within thereof respectively or in pursuance hereof or thereof respectively shall be or become incorrect in any applicable period of gracematerial respect; (3d) The bankruptcy if the Borrower and/or the Guarantor defaults in the due performance of any undertaking, condition or insolvency obligation on the Borrower’s and/or the Guarantor’s part to be performed and observed hereunder (other than the payment of Debtor any sum due as aforesaid) or under any of the Security Documents and such default (if capable of being rectified) shall not be rectified for a period of seven (7) days after the Lender shall have given to the Borrower and/or the Guarantor written notice of such default; (e) if any encumbrances shall take possession or a receiver and/or manager or other similar officer is appointed of the whole of the undertaking, property or assets or any guarantor part thereof of the indebtedness; Borrower and/or the filing Guarantor; (f) if a distress or execution is levied or enforced upon or sued out against Debtor any part of the property or assets of the Borrower and/or the Guarantor or any guarantor of them and is not discharged within five (5) days of being levied and the Lender is of the indebtedness opinion that such an event will be materially prejudicial to the interest of the Lender; (g) if legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) are instituted against the Borrower and/or the Guarantor or any of them and the Lender is of the opinion that it will materially affect the Borrower’s and/or the Guarantor’s ability to repay the Facilities hereunder or to perform and observe their obligations under this Agreement or the Security Documents as the case may be; (h) if an application is presented in any court of competent jurisdiction for the winding up of the Borrower and/or the Guarantor or for the appointment of a petition judicial manager in bankruptcy; relation to the making Borrower and/or the Guarantor or any similar or analogous proceedings are taken anywhere; (i) if the Borrower and/ or the Guarantor or any of an authorized them becomes insolvent or is unable or deemed unable to pay its or their debts or admits in writing its or their inability to pay its or their debts as they mature, or enters into composition or arrangement with its or their creditors or makes a general assignment for the benefit of its or their creditors by ▇▇▇▇▇▇ or any guarantor if a statutory demand is issued or an application shall have been presented for the bankruptcy of the indebtedness; Borrower and/or the appointment of a receiver or trustee for Debtor or any guarantor Guarantor under the provisions of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy Insolvency, Restructuring and Insolvency Dissolution Act or otherwise2018; (4j) The institution if the Borrower and/or the Guarantor die or is declared by a court of competent jurisdiction to be insane or against otherwise incapable of handling his/her affairs or lack capacity within the Debtor or any guarantor meaning of the indebtedness of Mental Capacity Act 2008 or leave or abscond from Singapore permanently for any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtednessreason whatsoever; (5k) If if a notice or proposal for compulsory acquisition of the Property or any encumbrance affecting the Collateral becomes enforceable against the Collateralpart thereof shall be issued or made under or by virtue of any ordinance Act of Parliament or other statutory provision; (6l) If Debtor or any guarantor if without the prior written consent of the indebtedness Lender, the Borrower and/or the Guarantor ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcyits business; (7m) If if any executionprovision of this Agreement or the Security Documents is or becomes or claims to be, sequestrationfor any reason, extent invalid or other process unenforceable; (n) if any state or agency of any court becomes enforceable against Debtor state seizes, compulsorily acquires, expropriates or nationalises all or a material part of the assets properties or shares of the Borrower and/or the Guarantor; (o) if a situation shall have arisen, which in the reasonable opinion of the Lender shall make it improbable that the Borrower and/or the Guarantor or any guarantor of them will be able to perform its or their obligations under this Agreement or the Security Documents as the case may be; (p) if in the opinion of the indebtedness or if Lender the security hereby created is in jeopardy and a distress or analogous process is levied upon notice thereof has been given to the assets of Debtor or any guarantor Borrower. Without prejudice to the generality of the indebtedness foregoing, the security hereby created shall be deemed to be in jeopardy in either one of the following instances - (i) if at any time in the sole opinion of the Lender the value of the Property depreciates to such an extent that it is no longer an adequate security for the moneys secured by the Mortgage, regard being had to the requirement of any relevant legislation or directive of any competent authority or the customary practice of the Lender to limit the amount of the moneys secured under any mortgage by reference to the value of the Property; or (ii) if the value of the Property shall fall below what the Lender in its discretion consider to be an adequate security margin at any point of time during the duration of the Facilities granted herein; or (iii) if owing to any change of law or directive of any competent authority, the continuation of the debt secured by the Mortgage may constitute a breach of that law or directive; and in any such case the whole of the moneys lent or advanced or any part thereof;therefore for the time being outstanding and unpaid together with interest and all other moneys hereby secured including the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived. (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf 2) In the event of Debtor pursuant to or in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as occurrence of an inducement to Secured Party to enter into this Event of Default before the Facilities or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there part thereof shall have been drawndown or utilised or fully drawndown or utilised hereunder the Facilities shall be cancelled and the Lender's obligations hereunder shall automatically and forthwith cease without any material adverse change in notice. (3) At any time after the whole of the principal moneys lent or advanced or any part thereof for the time being outstanding and unpaid together with interest and other moneys including the Total Indebtedness hereby secured shall have become immediately due and payable the Lender shall forthwith be entitled to exercise all or any of the facts disclosed by any such certificatestatutory powers of a mortgagee in respect of the Property and in particular, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior and without prejudice to the time generality of such execution; and (9) If Secured Partythe foregoing, the power of sale, without any restriction whatsoever imposed by Section 25 of the Conveyancing And Law Of Property Act 1886 and the provisions of Section 25 of the said Act shall be so varied or extended in good faith, believes and has commercially reasonable grounds their application to believe the security constituted by the Mortgage that the prospect power of payment sale may be exercised in accordance with the provisions of any indebtedness or performance of the Obligations is or is about to be placed in jeopardythis Clause.

▇▇▇▇▇▇ of Default. The happening of any Each of the following events or conditions shall constitute default hereunder which is herein referred to as ‘default’ or be an ‘“Event of Default’” hereunder: (1a) The Debtor fails to satisfy if Tenant shall file a voluntary petition in bankruptcy or perform insolvency, or shall file any of petition or answer seeking any reorganization, arrangement, composition, readjustment, ​ liquidation, dissolution or similar relief under the Obligations when due; (2) The non-payment when due, whether by acceleration present or otherwise, of any principal or interest forming part of the indebtedness or the failure of Debtor to observe or perform any obligation, covenant, term, provision or condition contained in this Agreement future federal bankruptcy act or any other agreement between Debtor and Secured Party and such failure has not been waived present or cured within any future applicable period of grace; (3) The bankruptcy federal, state or insolvency of Debtor other statute or any guarantor of the indebtedness; the filing against Debtor law, or any guarantor of the indebtedness of a petition in bankruptcy; the making of shall make an authorized assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s Property; or (b) if there shall be filed against Tenant an involuntary petition in bankruptcy or insolvency, or if Tenant shall be adjudicated a bankrupt or insolvent, and if within ninety (90) days after the commencement of any such proceeding against Tenant such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or a substantial part of Tenant’s Property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s Property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; or (c) if Tenant shall default for more than five (5) Business Days after Landlord notifies Tenant in writing of ▇▇▇▇▇▇’s failure to pay when due of any installment of Fixed Rent or Additional Rent; or (d) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Fixed Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot with due diligence be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, and/or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or (e) if any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the unexpired balance of the Term would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant except as is expressly permitted under Article 19; (f) then in any of said events Landlord may give to Tenant notice of intention to end the Term at the expiration of five (5) days from the date of the giving of such notice, and, in the event such notice is given and Tenant shall not have cured such default, this Lease (whether or not the Term shall have commenced) shall terminate upon the expiration of said five (5) days with the same effect as if that day were the Expiration Date, and all rights of Tenant under this Lease shall expire and terminate and ▇▇▇▇▇▇ or any guarantor shall immediately quit and surrender the Premises but Tenant shall remain liable for all of the indebtedness; the appointment of a receiver or trustee its obligations hereunder and for Debtor or any guarantor of the indebtedness or for any assets of Debtor or any guarantor of the indebtedness; or the institution by or against Debtor or any guarantor of the indebtedness of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise; (4) The institution by or against the Debtor or any guarantor of the indebtedness of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Debtor or any guarantor of the indebtedness; (5) If any encumbrance affecting the Collateral becomes enforceable against the Collateral; (6) If Debtor or any guarantor of the indebtedness ceases or threatens to cease to carry on business or makes or agrees to make a bulk sale of assets without complying with applicable law or commits or threatens to commit an act of bankruptcy; (7) If any execution, sequestration, extent or other process of any court becomes enforceable against Debtor or any guarantor of the indebtedness or if a distress or analogous process is levied upon the assets of Debtor or any guarantor of the indebtedness or any part thereof; (8) If any certificate, statement, representation, warranty or audit report heretofore or hereafter furnished by or on behalf of Debtor pursuant to or damages as provided in connection with this Agreement, or otherwise (including, without limitation, the representations and warranties contained herein) or as an inducement to Secured Party to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified or becomes incorrect in any respect at any time or proves to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or if upon the date of execution of this Agreement, there shall have been any material adverse change in any of the facts disclosed by any such certificate, representation, statement, warranty or audit report, which change shall not have been disclosed to Secured Party at or prior to the time of such execution; and (9) If Secured Party, in good faith, believes and has commercially reasonable grounds to believe that the prospect of payment of any indebtedness or performance of the Obligations is or is about to be placed in jeopardyArticle 15.