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

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more of the following events (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15.

▇▇▇▇▇▇ of Default. All Loans hereunder mayAn "Event of Default" occurs if: (a) the Company defaults in the payment when due of interest on the Notes, at and such default continues for a period of 30 days; (b) the option Company defaults in the payment when due of principal of or premium, if any, on the Notes; (c) the Company fails to comply with any of the non-defaulting party provisions of Section 4.10, 4.15 or 5.01 hereof; (d) the Company fails to observe or perform any other covenant or other agreement in this Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such failure; (e) a default occurs under any mortgage, indenture or instrument under which option shall there may be deemed issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or was created after July 21, 1997, which default (i) is caused by a failure to have pay principal of or premium or interest on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been exercised immediately upon a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Act Event of Insolvency), be terminated immediately upon the occurrence of Default and any one or more consequential acceleration of the following events Notes shall be automatically rescinded, so long as such rescission does not conflict with such judgment or decree; (individually, f) a "Default"): 12.1 if final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any Loaned Securities of its Restricted Subsidiaries and such judgment or judgments are not paid or discharged for a period (during which execution shall not be transferred to Lender upon termination effectively stayed) of 60 days, provided that the Loan as required by Section 6aggregate of all such undischarged judgments exceeds $5.0 million; 12.2 if any Collateral shall not be transferred to Borrower upon termination of (g) the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not Guarantor to perform any covenant set forth in its obligations hereunder Subsidiary Guarantee or otherwise disaffirms, rejects or repudiates the repudiation by any Guarantor of its obligations hereunderunder its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee for any reason; (h) the Company or any Guarantor pursuant to or within the meaning of Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) generally is not paying its debts as they become due; or 12.8 if either party (ai) shall fail to perform a court of competent jurisdiction enters an order or decree under any material obligation under this Agreement not specifically set forth Bankruptcy Law that: (i) is for relief against the Company or any Guarantor in clauses 12.1 through 12.7, above, including but not limited to an involuntary case; (ii) appoints a Custodian of the payment Company or any Guarantor or for all or substantially all of fees as required by Section 5, the property of the Company or any Guarantor; or (iii) orders the liquidation of the Company or any Guarantor; and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, order or decree remains unstayed and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15effect for 60 consecutive days.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more a) Each of the following events is an “Event of Default”: (individually1) default for 30 days in the payment when due of interest on the Notes; (2) default in the payment when due (at maturity, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination redemption or otherwise) of the Loan as required by Section 6principal of, or premium (including the Applicable Premium), if any, on, the Notes; 12.2 if any Collateral shall (3) failure by the Issuer for 30 days after written notice from the Trustee or Holders of not be transferred to Borrower upon termination less than 30% in aggregate principal amount of the Loan as required by Sections 4.3 and 6Notes then outstanding (with a copy to the Trustee) to comply with Section 4.1 or Section 3.9; 12.3 (4) failure by Holdings or any of its Restricted Subsidiaries for 60 days after written notice of the failure has been given to the Issuer by the Trustee by written notice to the Issuer or the Holders of at least 30% in aggregate principal amount the Notes by written notice to the Issuer with a copy to the Trustee then outstanding voting as a single class to comply with any of the other agreements in this Indenture or the Notes Collateral Documents; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Holdings or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if either that default: ​ ​ ​ (i) is caused by a failure to pay principal of, or interest or premium (including the Applicable Premium), if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million (or its foreign currency equivalent) or more; (6) failure by Holdings or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million (or its foreign currency equivalent), net of any amounts covered by independent third-party shall fail insurance and as to transfer which such insurer has not disputed coverage, which judgments are not paid, discharged or stayed for a period of 60 consecutive days; (7) except as permitted by this Indenture, any Note Guarantee of any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, together, would constitute a Significant Subsidiary, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms its obligations under its Note Guarantee; (8) so long as the Notes Collateral Documents have not been otherwise terminated in accordance with their terms and the Collateral as required by Section 9; 12.4 if either party a whole has not been released from the Lien of the Notes Collateral Documents securing the Notes in accordance with the terms thereof, with respect to Collateral having a Fair Market Value in excess of $20.0 million, (a) shall fail to transfer to default by Holdings or any of its Restricted Subsidiaries in the other party amounts performance of the Notes Collateral Documents which adversely affects the enforceability, validity, perfection or priority of the Notes Collateral Agent’s Lien on the Collateral in respect of Distributions required to be transferred by Section 8any material respect, (b) shall have been notified repudiation or disaffirmation in writing by Holdings or any of such failure by its Restricted Subsidiaries of their respective obligations under the other party prior to the Close of Business on any day, and Notes Collateral Documents or (c) shall not have cured the determination in a judicial proceeding that the Notes Collateral Documents are unenforceable or invalid against the Issuer or any Guarantor that is (or any group of Restricted Subsidiaries that would constitute) a Significant Subsidiary for any reason except to the extent any such failure unenforceability or invalidity (A) caused by the Cutoff Time on failure of the next day after such Close Notes Collateral Agent to maintain possession of Business on which certificates, promissory notes or instruments actually delivered to it representing securities pledged under the Notes Collateral Documents or (B) to the extent relating to ​ ​ Collateral consisting of real property, is covered by a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs title insurance policy with respect to either partysuch real property and such insurer has not denied coverage; 12.6 if any representation made by either party in respect of this Agreement (9) Holdings or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunderRestricted Subsidiaries that is a Significant Subsidiary or any group of such Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding, (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors; (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or 12.8 if either party (avi) shall fail takes any comparable action under any foreign laws relating to perform insolvency; and (10) a court of competent jurisdiction enters an order or decree under any material obligation Bankruptcy Law that: (i) is for relief against Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of such Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case, (ii) appoints a custodian of Holdings or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of such Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of such Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, (iii) orders the winding up or liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of such Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, ​ ​ or any similar relief is granted under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, any foreign laws and the payment of transfer taxes as required by Section 14order, decree or relief remains unstayed and in effect for 60 consecutive days. (b) Notwithstanding clause (4) of Section 6.1(a) above or any other provision of this Indenture, any failure to perform, or breach of, any covenant or agreement pursuant to Section 3.10 shall have been notified not be a Default or an Event of Default until the 121st day after Holdings has received the notice referred to in clause (4) of the first paragraph above (at which point, unless cured or waived, such failure by the other party prior to the Close perform or breach shall constitute an Event of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15Default).

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option 6.1 Any of the non-defaulting party (which option following events shall be deemed an event of default: 6.1.1 If Party B or the Pledgors are in breach of any of their undertakings, covenants or warranties, or fail to have pay in full any costs, expenses or debts due and payable under the Restructuring Agreements. 6.1.2 If the Pledgors are in breach of any provision of this Agreement (including the representations and warranties under Article 4); 6.1.3 If the Pledgors fail to exercise any rights incidental to the Equity Interest pledged hereunder, or transfer such Equity Interest to any third party without prior written consent of the Pledgee; 6.1.4 If any loan, debt, security, indemnity, undertaking or any other liability to which the Pledgors are party or which are binding on the Pledgors (1) is required to be paid or satisfied prior to its original scheduled date, or (2) becomes due and payable or requires to be satisfied but is not paid or satisfied at the scheduled time, as a result of which the Pledgee believes that the Pledgors’ ability to perform such obligations has been exercised immediately upon compromised. 6.1.5 If any Restructuring Agreement becomes illegal due to the occurrence promulgation of an Act any relevant laws, or the Pledgors are unable to continue to perform any obligations under any Restructuring Agreement; 6.1.6 If any approval, permit, license or authorization obtained from relevant government authorities requisite for the performance of Insolvency)any Restructuring Agreement or the effectiveness or continuing validity of any Restructuring Agreement has been cancelled, be terminated immediately upon suspended, voided or substantially modified; 6.1.7 If the properties of the Pledgors suffer any adverse change, as a result of which Party A believes that the Pledgors’ ability to perform their obligations under this Agreement or the Restructuring Agreement has been adversely affected; 6.1.8 If Party B ceases its operation, is dissolved or is ordered to cease its operation, or is threatened with dissolution or bankruptcy; 6.1.9 If any Pledgor and/or Party B are/is involved in any dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding or governmental inquiry, action or investigation, as a result of which the Pledgee reasonably believes that: (i) any Pledgor’s ability to perform the obligations under this Agreement or any Restructuring Agreement has been materially and adversely affected thereby, or (ii) the Company’s ability to perform its obligations under any Restructuring Agreement has been materially and adversely affected; 6.2 If the Pledgors know or become aware of the occurrence of any one event under Article 6.1, or more if any circumstance that may give rise to such events has occurred or is occurring, the Pledgors shall forthwith notify Party A in writing. 6.3 Unless any Event of Default under Article 6.1 has been resolved to the satisfaction of Party A, Party A may at any time by serving a default notice (Default Notice) on the Pledgors exercise its right to dispose of the following events (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination Equity Interest during or after the occurrence of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination Event of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15Default.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of If any one or more of the following events (individually, a "“Events of Default"):”) shall occur: 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of (a) the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as required by Section 9the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 12.4 if either party (b) the Borrower shall fail to pay any interest on any Loan or any fee and such failure shall continue unremedied for a period of five days or the Borrower shall fail to pay any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days after receipt of written notice of such failure; (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Loan Party in this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any certificate or other material document delivered by or on behalf of Borrower pursuant to the requirements contained in this Agreement, any Loan Document, or any amendment or modification hereof or waiver hereunder, shall prove to have been materially incorrect when made or deemed made; (d) the Borrower or any other Loan Party (to the extent that the covenant or agreement noted below expressly require performance by such Loan Party) shall fail to transfer ​ ​ ​ observe or perform any covenant or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s existence), 5.08, 6.03, 6.04, 6.06, 6.10 or 6.11; (e) the Borrower or any other party amounts Loan Party (to the extent such covenant, condition or restriction expressly requires performance by such Loan Party) shall fail to observe or perform any covenant, condition or agreement contained in respect of Distributions required to be transferred by Section 8this Agreement (other than Sections 6.11 or 6.12, those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the Borrower; provided that such period shall be extended for up to an additional thirty (30) days so long as such breach is reasonably susceptible of cure within such additional period and the Borrower or such Loan Party, as applicable, diligently and in good faith continues to prosecute such cure to completion; (f) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 6.12 and Borrower shall not have, within sixty (60) days after notice thereof from the Administrative Agent to the Borrower, made or caused to be made a prepayment of the Loans in an amount such that, had such prepayment been made on the last day of the fiscal quarter in which such failure occurred, no such failure shall have been notified of occurred; provided that the Lenders shall have no obligation to make additional Loans during such failure by the other party sixty (60) day period unless or until such prepayment is made; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the Close giving of Business notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any dayMaterial Indebtedness to become due, and or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (cg) shall not have cured such failure by the Cutoff Time on the next day after such Close apply to Indebtedness that becomes due as a result of Business on which a casualty or insurance recovery event or any voluntary sale or transfer of cash may be effected in accordance with Section 15the property or assets; 12.5 if (h) an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of this Agreement the Borrower or any Loan Party or Loans hereunder its debts, or of a substantial part of its assets, in each case under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering any of the foregoing shall be incorrect entered; (i) the Borrower or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the other of its inability to institution of, or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform contest in a timely and appropriate manner, any material obligation under proceeding or petition described in clause (h) of this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15.Article,

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more Each of the following events (individually, a "or conditions shall be an “Event of Default"):”: 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) any failure by the Borrower to pay when due (i) any amount of principal owing under a Loan Document, (ii) any amount of interest owing under a Loan Document within five (5) Business Days of the due date thereof or (iii) any fee or other amount (other than principal or interest) owing under a Loan Document within thirty(30) days of the earlier of the date the Borrower receives (x) the invoice or (y) a written demand from the Lender; (b) any failure by the Borrower to comply with its obligations under Sections 7.01(a), (e), (g), (i) or, (l) or Section 7.02; (c) any representation or warranty made by the Borrower in any Loan Document or in connection herewith, or any statement made in any certificate, report or ​ financial statement furnished by the Borrower, has been demonstrated to have been false or misleading in any material respect when made or deemed made, provided that such false or misleading statement shall fail not constitute an Event of Default if such condition or circumstance is (i) subject to transfer cure and (ii) the facts or conditions giving rise to such misrepresentation or misstatement are cured in such a manner as to eliminate such misrepresentation or misstatement within thirty (30) days after the Borrower’s having knowledge thereof; (d) any failure by the Borrower to perform or comply with any of the covenants or provisions set forth in a Loan Document (exclusive of any events specified as an Event of Default in any other subsection of this Section 8.01), which failure remains uncured for a period of thirty (30) days, or in the case of Section 7.01(h) (solely to the extent it relates to compliance with Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions) five (5) Business Days after the Lender has given written notice thereof to the Borrower; (e) any event specified in any agreement or instrument under which there may be issued, or by which there may be secured or evidenced, External Indebtedness of the Borrower or any Material Subsidiary thereof shall occur and shall result in such External Indebtedness in an aggregate principal amount in excess of fifty million U.S. Dollars (U.S. $50,000,000) (or its equivalent) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; (A) (i) the Borrower shall be unable generally to pay its debts as they fall due or shall admit in writing its inability to pay its debts as they fall due or shall become insolvent; (ii) the Borrower shall apply for or consent to the appointment of any liquidator, receiver, trustee, síndico, conciliador or administrator for all or a substantial part of its business, properties, assets, or revenues; or (iii) a liquidator, receiver, trustee, or administrator shall be appointed for the Borrower and such appointment shall continue undismissed, undischarged or unstayed for a period of ninety (90) days; (B) the Borrower shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, arrangement, readjustment of debt, dissolution, liquidation, proceso de reestructuración, proceso de reorganización, proceso de insolvencia, concurso mercantil, quiebra, or similar executory or judicial proceeding; (C) a bankruptcy, arrangement, readjustment of debt, dissolution, liquidation, proceso de reestructuración, proceso de reorganización, proceso de insolvencia, concurso mercantil, quiebra, or similar executory or judicial proceeding shall be instituted against the Borrower and such proceeding shall remain undismissed, undischarged or unstayed for a period of ninety (90) days; (D) the Borrower shall take any action seeking to take advantage of any other party amounts law relating to its bankruptcy, insolvency, liquidation, termination, dissolution, winding up, or composition, or readjustment of debts; or (E) the Borrower shall take any corporate or similar action for the purpose of effecting any of the foregoing; provided that for as long as Colombia’s applicable insolvency laws provide for restrictions on or sanctions associated with the ability of the Lender, directly or indirectly, to exercise the right to declare an Event of Default under this Section 8.01(f), the Lender and Borrower hereto agree that nothing in this Section 8.01(f) shall (A) prevent the commencement of any restructuring proceeding in Colombia, whether voluntary or involuntary, in respect of Distributions required to be transferred by Section 8the Borrower, (bB) prohibit the Borrower from entering into a ​ restructuring proceeding in Colombia, or (C) cause an unfavorable effect (efecto desfavorable) upon the Borrower; (g) any final, non-appealable judgment against the Borrower or any Material Subsidiary (i) shall have been notified entered on a claim not covered by insurance in an aggregate amount of such failure by the other party prior to the Close of Business on any dayfifty million U.S. Dollars (U.S. $50,000,000) (or its equivalent in another currency) or more, and (cii) such judgment has not been removed, vacated, discharged or satisfied for a period of sixty (60) days from the date of such final judgment; (h) any Governmental Authority shall not have cured such failure by (i) condemned, seized or otherwise expropriated (either through a single act or a series of acts) all or substantially all of the Cutoff Time property of the Borrower or (ii) taken any action that materially curtails the authority of the Borrower to conduct its business; (i) any authorization, approval, Governmental Approval, consent, license, exemption, filing, registration, notarization or other requirement of any Governmental Authority necessary to enable the Borrower to comply with its obligations under any Loan Document shall have been revoked, rescinded, suspended, held invalid or otherwise limited in effect in a manner that could reasonably be expected to have a Material Adverse Effect; (j) any Loan Document ceases to be in full force and effect or is declared in a final, non-appealable judgment to be unenforceable against the Borrower (in each case, other than as a result of any action or inaction on the next day after such Close part of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement the Lender), the validity or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term enforceability of any Loan hereunder; 12.7 if either party notifies Document at any time is challenged by the other of its inability to Borrower; or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or the Borrower repudiates any of its obligations hereunderLoan Document, or does or causes to be done any act or thing evidencing an intention to repudiate any Loan Document; or 12.8 if either party (ak) Colombia shall cease to own and control at least 50.1% of the outstanding economic and voting ownership interests of the Borrower or any successor entity permitted under the terms hereof and the Borrower shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to prepay the payment of fees as required by Section 5, and Loan within the payment of transfer taxes as required by Section 14, thirty (b30) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15days following that event.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon Upon the occurrence of any one of the following events: (a) The Borrower shall fail to pay (i) any principal of any Loans or any Reimbursement Obligations when due (whether at the stated maturity, by acceleration or otherwise) in accordance with the terms thereof or hereof, provided, that, if any failure to make a payment of principal when due by the Borrower is a result of the Administrative Agent failing to exercise its rights under Section 4.1 to automatically deduct such amount from the Borrower’s Account at a time when the Borrower had an amount on deposit in the Borrower’s Account sufficient to make such payment, then, unless prior to the date such payment is due the Administrative Agent has notified the Borrower in writing that it will not deduct such amount from the Borrower’s Account on the date such payment is due, the Borrower will have ten (10) days from the date such payment was due to make such payment or (ii) any interest on any Loans, or any fee or other amount payable hereunder, within ten (10) days after any such interest, fee or other amount becomes due in accordance with the terms hereof; or (b) Any representation or warranty made or deemed made by the Borrower or any other Loan Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made or furnished; or (c) The Borrower or any other Loan Party shall default in the observance or performance of any covenant contained in Section 8, Section 7.1, Section 7.2 or Section 7.7(a) (to the extent relating to notice of an Event of Default) hereof or in any negative covenant contained in any Security Document to which it is a party; provided, that, if the Borrower obtains extensions from the Securities and Exchange Commission (“SEC”) with respect to the filing of any of its quarterly or annual financial statements with the SEC, then the date(s) for the deliveries to be made under Section 7.1 and Section 7.2 hereof, as applicable, will be extended to give effect to the length of such extensions, but not to exceed thirty (30) days (the “Extension Period”); or (d) [Reserved]; or (e) The Borrower or any other Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document other than as provided in (a), (b), (c) or (d) above, and such default shall continue unremedied for a period of fifteen (15) days, after the earlier to occur of (A) actual knowledge of such default by a Responsible Officer of the Borrower and (B) notice from the Administrative Agent to the Borrower; or (f) Any Loan Document shall cease, for any reason, to be in full force and effect, or the Borrower or any other Loan Party shall so assert; or any security interest created by any of the Security Documents in a material portion of the Collateral shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (g) The Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest on any Indebtedness (other than Indebtedness under this Agreement), in the payment of any Guarantee Obligation or in the payment of any Hedge Agreement Obligation beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness, Guarantee Obligation or Hedge Agreement Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness, Guarantee Obligation or Hedge Agreement Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Hedge Agreement Obligation or, beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; or (i) The Borrower, any Domestic Subsidiary or any Foreign Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower, any Domestic Subsidiary or any Foreign Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower, any Domestic Subsidiary or any Foreign Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower, any Domestic Subsidiary or any Foreign Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower, any Domestic Subsidiary or any Foreign Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower, any ​ ​ Domestic Subsidiary or any Foreign Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (i) One or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and, only if such ERISA Event can be cured, such ERISA Event has not been cured for a period of 30 days; or (j) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries that, in the opinion of the Required Lenders, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and, such judgment has not been paid pursuant to its terms, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) Any Person or “group” (within the meaning of Section 13(d) or 15(d) of the Exchange Act), other than any Person or group beneficially owning 15% or more of the following events (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination Capital Stock of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of on the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party date hereof (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (bA) shall have been notified acquired, combined with previous holdings, beneficial ownership of 33% or more of any outstanding class of Capital Stock of the Borrower having ordinary voting power in the election of directors or (B) shall obtain the power (whether or not exercised) to elect a majority of the Borrower’s directors; or (ii) the Board of Directors of the Borrower shall not consist of a majority of Continuing Directors; then, and in any such failure by the other party prior event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (h) above with respect to the Close Borrower automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all Reimbursement Obligations, regardless of Business on any daywhether or not such Reimbursement Obligations are then due and payable) shall immediately become due and payable, and (cB) if such event is any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the direction of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the direction of the Required Lenders, the Administrative Agent shall, by notice of default to the Borrower declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all Reimbursement Obligations, regardless of whether or not such Reimbursement Obligations are then due and payable) to be due and payable forthwith, whereupon the same shall immediately become due and payable and (iii) with the consent of the Required Lenders the Administrative Agent and Collateral Agent may, and upon the direction of the Required Lenders, the Administrative Agent and Collateral Agent shall, exercise any and all remedies and other rights provided pursuant to this Agreement and/or the other Loan Documents. With respect to all Letters of Credit with respect to which presentment for honor shall not have cured occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such failure time deposit in a cash collateral account opened by the Cutoff Time on Administrative Agent an amount equal to the next day after aggregate then undrawn and unexpired amount of such Close Letters of Business on which Credit. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Participating Lenders, a transfer security interest in such cash collateral to secure all obligations of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation Borrower under this Agreement not specifically set forth and the other Loan Documents. Amounts held in clauses 12.1 through 12.7, above, including but not limited such cash collateral account shall be applied by the Administrative Agent to the payment of fees as required by Section 5drafts drawn under such Letters of Credit, and the payment unused portion thereof after all such Letters of transfer taxes as required by Section 14Credit shall have expired or been fully drawn upon, (b) if any, shall be applied to repay other obligations of the Borrower hereunder and under the Notes. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been notified satisfied and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such failure by the other party prior cash collateral account shall be returned to the Close Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the account of Business on the Issuing Lender and the Participating Lenders, such further documents and instruments as the Administrative Agent may request to evidence the creation and perfection of the within security interest in such cash collateral account. Except as expressly provided in this Agreement, presentment, demand, protest and all other notices of any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15kind are hereby expressly waived.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option An “Event of the non-defaulting party Default” is: (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence i) a default in payment of any one amount due hereunder which default continues for more than two (2) business days after the due date thereof; (ii) a default in the timely issuance of Underlying Shares upon and in accordance with terms hereof, which default continues for two (2) Business Days after the Company has received notice informing the Company that it has failed to issue shares or more of deliver stock certificates within the second (2nd) day following events the Conversion Date; (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (aiii) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party Company for two (2) days after notice has been received by the Company to comply with any material provision of the Exchange Agreement (including without limitation the failure to issue the requisite number of shares of Common Stock upon conversion hereof and the failure to redeem Notes upon the Holder’s request following a Change in Control Transaction pursuant to Section 1(c); (iv) any default after any cure period under, or acceleration prior to the Close of Business on maturity of, any daymortgage, and (c) shall not have cured such failure indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Cutoff Time on Company in excess of $50,000 or for money borrowed the next day after repayment of which is guaranteed by the Company in excess of $50,000, whether such Close indebtedness or guarantee now exists or shall be created hereafter; (v) any failure of Business on which a transfer the Company to satisfy its “filing” obligations under the rules and guidelines issued by OTC Markets News Service, OTC ▇▇▇▇▇▇▇.▇▇▇ and their affiliates; (vi) any failure of cash may be effected in accordance with Section 15; 12.5 if an Act the Company to issue all of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect the shares of the Company’s Common Stock due the Holder upon conversion of this Agreement or Note; (vii) failure to have sufficient number of authorized and non-reserved but unissued shares of the Company’s Common Stock available for any Loan or Loans hereunder shall be incorrect or untrue in said conversion; (ix) any material respect during the term of delisting for any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates reason; (viii) any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure trading suspension imposed by the other party prior Securities and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; or (x) if the Company is subject to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15Bankruptcy Event.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of If any one or more of the following events shall occur and be continuing: (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of a) the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to transfer to pay any interest on any Loan or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the other party amounts in respect of Distributions required to be transferred by Section 8, terms hereof; or (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation or warranty made or deemed made by either party any Loan Party herein or in respect any other Loan Document or that is contained in any certificate (including any certification of any financial statement) furnished by it at any time under or in connection with this Agreement or any such other Loan or Loans hereunder Document shall be incorrect or untrue prove to have been inaccurate in any material respect during on or as of the term date made or deemed made; or (i) any Loan Party shall default in the observance or performance of any agreement contained in Section 6 hereof or (ii) the Borrower shall fail to cure the Deficiency, if any, arising as a result of its failure to effect a DTC pledge of any Eligible Assets referred to in the last sentence of Section 2.2(b) prior to the close of the DTC free pledge process on the same day as the Pledged Eligible Assets Notice relating to such Eligible Assets has been furnished to the Administrative Agent (it being understood that any such Deficiency shall be deemed cured upon repayment by the Borrower to the Administrative Agent of an amount equal to such Deficiency by 4:00 P.M. New York City time on such date); or (d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent or the Required Lenders; or (e) any Material Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans and the Guarantee Obligations with respect thereto described in Section 7 hereof) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause (with all applicable grace periods having expired), with the giving of notice if required, such Indebtedness to become due prior to its stated maturity (or, in the case of any Swap Agreement, other than in accordance with its terms); provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; or (i) any Material Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding‑up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Material Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Material Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against any Material Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Material Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Material Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the minimum funding standards (as defined in Sections 412 or 430 of the Code or 302 of ERISA), whether or not waived, shall exist with respect to any Plan, any Single Employer Plan shall be determined to be in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), or any Lien in favor of the PBGC or a Single-Employer Plan shall arise on the assets of any Loan hereunder; 12.7 Party or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Single Employer Plan under Title IV of ERISA, (iv) any Single Employer Plan shall terminate under Title IV of ERISA, (v) any Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan or a determination that such Multiemployer Plan is, or the determination that a Multiemployer Plan is expected to be, in “endangered” or “critical status” (within the meaning of Section 432 of the Code or Section 305 of ERISA), or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if either party notifies the other of its inability any, would reasonably be expected to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunderhave a Material Adverse Effect; or 12.8 (h) one or more judgments or decrees shall be entered against any Material Group Member involving in the aggregate a liability (not paid or to the extent not covered by insurance) of $25,000,000 or more, and all such judgments or decrees shall not have been waived, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) except as expressly permitted hereunder or thereunder, any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party shall so assert in writing, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) except as expressly permitted hereunder or thereunder, the guarantee contained in Section 7 of this Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or (k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)‑5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of the Guarantor; or (ii) the board of directors of the Guarantor shall cease to consist of a majority of Continuing Directors; then, and in any such event, (A) if either party such event is an Event of Default specified in clause (ai) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall fail to perform any material obligation immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) other Loan Documents shall have been notified of such failure by the other party prior to the Close of Business on any dayimmediately become due and payable, and (cB) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall not have cured such failure immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15Borrower.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more Any of the following events (individually, a shall be an "Event of Default"):: 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to (1) If Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall shall: fail to transfer Collateral pay the principal of any Notes as required by Section 9; 12.4 if either party (a) shall and when due; or fail to transfer pay interest accruing on any Notes as and when due and such failure to pay shall continue unremedied for five (5) days after the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified due date of such failure by the amount; or fail to pay any fee or interest or any other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of amount due under this Agreement or any other Loan Document or Loans hereunder the Supplemental Fee Letter as and when due and such failure to pay shall be continue unremedied for two (2) days after notice by Administrative Agent of such failure to pay; or (2) If any representation or warranty made by Borrower in this Agreement or in any other Loan Document or which is contained in any certificate, document, opinion, financial or other statement furnished at any time under or in connection with a Loan Document shall prove to have been incorrect or untrue in any material respect during on or as of the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunderdate made; or 12.8 if either party (3) If Borrower shall fail (a) shall fail to perform or observe any material obligation under this Agreement not specifically set forth term, covenant or agreement contained in clauses 12.1 through 12.7Section 2.17, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, Article VII or Article VIII or (b) to perform or observe any term, covenant or agreement contained in Article VI or otherwise contained in this Agreement (other than obligations specifically referred to elsewhere in this Section) or any Loan Document, or in the Supplemental Fee Letter or any other document executed by Borrower and delivered to Administrative Agent and/or the Banks in connection with the transactions contemplated hereby and such failure shall remain unremedied for thirty (30) consecutive calendar days after notice by Administrative Agent to Borrower thereof (or such shorter cure period as may be expressly prescribed in the applicable Loan Document); provided, however, that if any such default under clause (b) above cannot by its nature be cured within such thirty (30) day, or shorter, as the case may be, grace period and so long as Borrower shall have been notified commenced cure within such thirty (30) day, or shorter, as the case may be, grace period and shall, at all times thereafter, diligently prosecute the same to completion, Borrower shall have an additional period, not to exceed sixty (60) days, to cure such default; in no event, however, is the foregoing intended to effect an extension of the Maturity Date; or (4) If either Borrower or TCI shall fail (a) to pay any Debt (other than the payment obligations described in paragraph (1) of this Section) in an amount equal to or greater than $10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) or (b) to perform or observe any material term, covenant, or condition under any agreement or instrument relating to any such Debt, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of, after the giving of notice or the lapse of time, or both (other than in cases where, in the judgment of the Required Banks, meaningful discussions likely to result in (i) a waiver or cure of the failure to perform or observe or (ii) otherwise averting such acceleration are in progress between Borrower and the obligee of such Debt), the maturity of such Debt, or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by the other party a regularly scheduled or otherwise required prepayment), prior to the Close stated maturity thereof; or (5) If TCI, Borrower, or any Affiliate(s) of Business on any dayBorrower to which $100,000,000 or more in the aggregate of Capitalization Value is attributable, and shall: (ca) generally not, or be unable to, or shall not have cured admit in writing its inability to, pay its debts as such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15.debts become due; or

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of If any one or more of the following events (individually, a "“Events of Default"):”) shall occur and be continuing: 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of (i) the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party pay any principal of any Loan when the same shall become due and payable or (aii) the Borrower shall fail to transfer pay any interest on any Loan, or any Loan Party shall fail to make any other payment under any Loan Document, when the same becomes due and payable within five (5) Business Days after the same becomes due and payable, provided, however that this grace period shall only be available to the other party amounts in respect of Distributions required to be transferred by Section 8, Borrower twice during any twelve (12) consecutive month period; or (b) any representation or warranty made by any Loan Party (or any of its officers) under or in connection with any Loan Document shall prove to have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during when made if such violation shall remain unremedied for ten (10) days after the term earlier of any Loan hereunder; 12.7 if either party notifies the other date on which (i) a Responsible Officer becomes aware or should become aware of its inability such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunderthe Lenders; or 12.8 if either party (ac) the Borrower shall fail to perform or observe any material obligation term, covenant or agreement contained in Sections 2.01(d), 5.01(e), (f), (i), or (j), 5.02, 5.03, or 5.04; or (d) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for ten (10) days after the earlier of the date on which (i) a Responsible Officer becomes aware or should become aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or the Lenders; or (e) (i) (A) any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Debt of such Loan Party or such Subsidiary (as the case may be) that is outstanding (but excluding Debt outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), or (B) any other event shall occur or condition shall exist under this Agreement any agreement or instrument relating to any such Debt, if the effect of such failure to pay under clause (i)(A), or the effect of such event or condition under clause (i)(B), is to accelerate the maturity of such Debt or otherwise to cause the holder thereof to cause, such Debt to mature; or (ii) 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; or (f) any Loan Party or any of its Subsidiaries shall generally not specifically pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party or any of its 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 entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in clauses 12.1 through 12.7this subsection (f); or (g) any judgments or orders, aboveeither individually or in the aggregate, including but not limited to for the payment of fees as required by Section 5, money in excess of $500,000 shall be rendered against any Loan Party or any of its Subsidiaries and the payment of transfer taxes as required by Section 14, either (bi) enforcement proceedings shall have been notified commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (h) any non-monetary judgment or order shall be rendered against any Loan Party or any of its Subsidiaries that could have a Material Adverse Effect, and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (i) any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid and binding on or enforceable against any Loan Party party to it, or any such Loan Party shall so state in writing if such violation shall remain unremedied for ten (10) days after the earlier of the date on which (i) a Responsible Officer becomes aware or should become aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or the Lenders; or (j) any Collateral Document or financing statement after delivery thereof pursuant to Section 3.01 or Section 5.01(j) shall for any reason (other party prior than pursuant to the Close terms thereof or as a consequence of Business the actions or inactions of Lender or Administrative Agent) cease to create a valid and perfected lien on any day, and security interest in the Collateral purported to be covered thereby (csubject only to the Permitted Liens) and such violation shall not have cured remain unremedied for ten (10) days after the earlier of the date on which (i) a Responsible Officer becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Cutoff Time on Administrative Agent or the next day after Lenders; or (k) a Change of Control shall occur; or (l) the Borrower shall fail to timely perform its material obligations under the Comvest Warrant Purchase Agreement or the Comvest Warrant or shall otherwise be in material default under the Comvest Warrant Purchase Agreement or the Comvest Warrant; or (m) the Borrower defaults under a Material Contract and fails to cure such Close default within the time specified in the Material Contract; or any Local Agreements or the State Agreement ceases to be in full force and effect for any reason other than the end of Business on which a transfer the term of cash may be effected those agreements; or (n) the Borrower ceases to own at least fifty one percent (51%) of the Equity Interests in accordance with Section 15.DD; or

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option Any of the non-defaulting party following events shall constitute an “Event of Default”: (a) failure to pay principal of or premium, if any, on any Loan when due; (b) failure to pay any interest on any Loan when due hereunder or any amount payable under the Agency Fee Letter when due thereunder, in each case which option failure continues for 30 calendar days past the applicable due date; (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Credit Document or any amendment or modification of any Credit Document or waiver under such Credit Document, or in any report, certificate, financial statement or other document furnished pursuant to the provisions hereof or any Credit Document or any amendment or modification thereof or waiver thereunder, shall be deemed prove to have been exercised immediately upon incorrect in any material respect when made or deemed made (or, to the extent that any such representation and warranty is qualified by materiality, any such representation and warranty (as so qualified) shall prove to have been incorrect in any respect when made or deemed made); (d) failure by the Borrower or any Subsidiary to comply with its obligations under Section 8.02, Section 8.03 (as to the existence of the Borrower or such Subsidiary only), Section 8.13 or 9.09, or to make an Asset Disposition Offer or prepayment pursuant thereto when required to do so by the terms hereof; (e) failure by the Borrower or any Subsidiary to perform, or breach of, any other covenant of the Borrower in this Agreement or of the Borrower or such Subsidiary in any other Credit Document (other than which is covered by clause (d) above), which failure or breach continues for 30 calendar days after the receipt of written notice thereof from the Administrative Agent or the Borrower; (f) a Change of Control shall have occurred; or (g) (i) any default in the payment when due of the principal amount of, or interest on, any other Debt of the Borrower or a Significant Subsidiary, the unpaid principal amount of which is not less than $10,000,000, in each case beyond any applicable grace period set forth in any agreement or instrument relating to such Debt, or (ii) any other default (beyond any applicable grace period) under any agreement or instrument relating to such Debt occurs, which, which default in the case of clause (ii) results in the acceleration of the maturity of such Debt on or prior to its Stated Maturity or at the time of final maturity thereof; (h) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Borrower or a Significant Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Borrower or a Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Borrower or a Significant Subsidiary under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Borrower (or a Significant Subsidiary) or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive calendar days; (i) the commencement by the Borrower or a Significant Subsidiary of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Borrower or a Significant Subsidiary in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief with respect to the Borrower or a Significant Subsidiary under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Borrower (or a Significant Subsidiary) or of any substantial part of its property pursuant to any such law, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Borrower or a Significant Subsidiary in furtherance of any such action; (j) failure by the Borrower or any Significant Subsidiary or group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Borrower and its Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $5,500,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 calendar days; (k) the occurrence of an Act of Insolvency), ERISA Event that has resulted or would reasonably be terminated immediately upon the occurrence of expected to result in a Material Adverse Change; or (l) any one or more of the following events (individuallyCredit Documents after delivery thereof shall for any reason, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer except to the other party amounts in respect of Distributions required extent permitted by the terms thereof, cease to be transferred by Section 8in full force and effect and valid, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, binding and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected enforceable in accordance with Section 15; 12.5 if an Act their terms against the Borrower or a Subsidiary Guarantor party thereto or shall be repudiated by any of Insolvency occurs them in writing, or any of the Security Instruments with respect to either party; 12.6 if any representation made Collateral, individually or in the aggregate, having a fair market value in excess of $15,000,000 shall cease to create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by either party in respect the terms of this Agreement Agreement, or the Borrower or any Loan Subsidiary or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) their Affiliates shall fail to perform any material obligation under this Agreement not specifically set forth so state in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15writing.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of If any one or more of the following events (individuallyeach an "Event of Default") shall occur and be continuing: (a) The Borrower shall fail to pay any principal of the Loan on the Business Day when the same becomes due and payable; (b) The Borrower shall fail to pay any interest on the Loan, or make any other payment of fees or other amounts under this Agreement (other than as provided in paragraph (a) above) or any other Loan Document within three (3) Business Days after such payment is due; provided that such failure may continue for up to five (5) consecutive Business Days after such payment is due if such failure results solely from an error or omission of an administrative or operational nature so long as sufficient funds were available to the Borrower on the date such payment was due; (c) Any written representation or warranty made by the Borrower in any Loan Document or by the Borrower (or any of its officers) pursuant to or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; (d) ​ (i) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.06, Section 5.01(b) (with respect to its legal existence of the Borrower), or Section 5.02, or in any Collateral Document; or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed (other than the failure to satisfy any covenant or agreement specified in clause (d)(i) above or a default specified in paragraph (a) or (b) above) if such failure shall remain unremedied for twenty-five (25) or more days after the earlier of the date on which (A) any officer of the Borrower becomes aware of such failure or (B) written notice thereof shall have been given to the Borrower by the Lender, provided that, notwithstanding anything to the contrary in this Agreement, a "breach by the Borrower of Section 5.02(g) shall not constitute an Event of Default"):. 12.1 (e) The Borrower or any of the Borrower's Subsidiaries shall fail to pay any principal of or premium or interest on any Debt owed to the Lender or to an Affiliate of the Lender, in each case, that is outstanding in a principal or notional amount of the lower of (x) U.S.$15,000,000 and (y) an amount equal to 3% of the value of shareholders' equity, as determined by the Administrative Agent (or its equivalent in other currencies) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any Loaned Securities other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the ​ holder thereof to cause such Debt to mature; 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; (f) An Insolvency Event occurs with respect to the Borrower; (g) Any (i) monetary judgments or order for the payment of money in excess of U.S. U.S.$20,000,000 (or its equivalent in other currencies) in the aggregate shall be rendered against either of the Borrower or any of the Borrower's Subsidiaries, other than any judgment for previously disclosed litigation, set forth under the Contingencies and Legacy Hosting Customer Disputes sections of the Borrower’s 2024 Form 10-K (which can be found at ▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇.▇▇▇▇▇▇.▇▇/2865/0001558370-25-001888.pdf), or (ii) non-monetary judgment or order shall be rendered against the Borrower or any of the Borrower's Subsidiaries that could be reasonably expected to have a Material Adverse Effect, and, in any case, either (x) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (y) there shall be any period of thirty (30) or more consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be transferred in effect; (h) An event, circumstance or change occurs that the Lender reasonably believes has or evidences, or is reasonably likely to Lender upon termination result in or evidence, either individually or in the aggregate, a Material Adverse Effect; (i) A Material Adverse Change occurs; (j) The obligations of the Loan as required by Section 6; 12.2 if Borrower under this Agreement or any Collateral shall not be transferred to Borrower upon termination of the other Loan as required by Sections 4.3 and 6; 12.3 if either Documents to which it is a party shall fail to transfer Collateral as required by Section 9rank at least pari passu in priority of payment and in all other respects with all other unsecured and unsubordinated Debt of the Borrower, excluding liens permitted under the Loan Documents; 12.4 if either party (ak) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect Any provision of this Agreement or any of the other Loan Documents to which it is a party shall cease to be valid and binding on or Loans hereunder enforceable against the Borrower, or the Borrower shall be incorrect so assert or untrue state in writing, or the obligations of the Borrower under this Agreement or any other Loan Document shall in any material respect during the term of any Loan hereunderway become illegal; 12.7 if either party notifies (l) Any Collateral Document ceases for any reason (other than as a result of the other failure to timely file a continuation statement with respect to any financing statement previously filed by the Lender or any Agent) to provide the Liens, rights, titles, interests, remedies, powers or privileges created thereby or any Lien once created in any portion of its inability the Collateral shall cease to be effective or its intention not fail to perform its obligations hereunder have the first priority originally created under the Collateral Documents (except to the extent expressly permitted thereunder); or otherwise disaffirmsthere occurs, rejects or repudiates in the judgment of the Lender, any adverse change in the Laws of its obligations hereunderthe Relevant Jurisdiction relating to respecting security arrangements governed by foreign Laws with respect to the Collateral; or 12.8 if either party (am) Subject to the Loan Documents and any disposal permitted by the terms of this Agreement, the Borrower ceases to be the sole and absolute legal and beneficial owner of the Collateral ​ Account or the Borrower ceases to have good and marketable title (as sole and absolute beneficial owner) to any of the Collateral, then, and in any such event, the Administrative Agent (i) may declare the obligation of each Lender to make the Loan to be terminated, whereupon the same shall fail forthwith terminate, (ii) may, by notice to perform any material obligation the Borrower (a "Default Notice"), declare the Promissory Note, the outstanding principal amount of the Loan, all accrued and unpaid interest thereon and all other amounts payable under this Agreement not specifically set forth in clauses 12.1 through 12.7(including any applicable Hedging Costs) to be forthwith due and payable, abovewhereupon the Promissory Note, including but not limited to the payment outstanding principal amount of fees as required by Section 5the Loan, all such accrued and the payment unpaid interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of transfer taxes as required by Section 14any kind, (b) shall have been notified all of such failure which are hereby expressly waived by the other party prior to the Close of Business on any dayBorrower, and (ciii) may foreclose upon the Collateral or exercise remedies in respect of the Collateral, and may, or may direct the Custodian to, take such actions as provided for under the Collateral Documents; provided, however, that in the case of an event described under paragraph (ii) of Section 6.01(f) above, (A) the obligation of the Lender to make the Loan shall not have cured automatically be terminated and (B) the Promissory Note, the outstanding principal amount of the Loan, all such failure accrued and unpaid interest and all such other amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind (including, without limitation, a Default Notice), all of which are hereby expressly waived by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15Borrower.

▇▇▇▇▇▇ of Default. All In case of the happening of any of the following events (each, an “Event of Default”): (a) any representation or warranty made or deemed made by any Borrower or any other Loan Party herein or in any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made; (b) default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; (c) default shall be made in the payment of any interest on any Loan or in the payment of any Fee or any other amount (other than an amount referred to in paragraph (b) above) due under any Loan Document, when and as the same shall become due and payable; provided, however, that no Event of Default shall occur for purposes of this Section 8.01 until the expiry of three Business Days following the date on which such payment is due; (d) default shall be made in the due observance or performance by any Borrower of any covenant, condition or agreement contained in Sections ‎2.05(c), ‎5.01(a), ​ ‎5.05(a) or ‎5.08 or in Article ‎VI; provided, that, any breach of Section 6.16 during the Deferral Period shall not constitute an Event of Default under the Term A Facility or the Revolving Facility and the Term A Loans and Revolving Facility Loans may not be accelerated as a result thereof unless there are Term A-1 Loans and Deferred Term A Loans outstanding that have been accelerated by the Required Deferring Lenders as a result of such breach; (e) default shall be made in the due observance or performance by any Borrower or any other Loan Party of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs ‎(b), ‎(c) and ‎(d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Company; (i) any event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (ii) the Company or any of the Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder mayand under the documents providing for such Indebtedness; (g) there shall have occurred a Change in Control; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any of the Material Subsidiaries, or of a substantial part of the property or assets of the Company or any Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of the Material Subsidiaries or for a substantial part of the property or assets of the Company or any of the Material Subsidiaries or (iii) the winding-up or liquidation of the Company or any Material Subsidiary (except, in the case of any Material Subsidiary, in a transaction permitted by ‎Section 6.05); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) the Company or any Material Subsidiary shall (1) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (2) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph ‎(h) above, (3) apply for or consent to the appointment of a ​ receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of the Material Subsidiaries or for a substantial part of the property or assets of the Company or any Material Subsidiary, (4) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (5) make a general assignment for the benefit of creditors or (6) become unable or admit in writing its inability or fail generally to pay its debts as they become due; (j) the failure by the Company or any Material Subsidiary to pay one or more final judgments aggregating in excess of $[*] (to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company or any Material Subsidiary to enforce any such judgment; (k) (i) a Reportable Event or Reportable Events shall have occurred with respect to any Plan or a trustee shall be appointed by a United States district court to administer any Plan, (ii) an ERISA Event or ERISA Events shall have occurred with respect to any Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iv) the Company or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, (v) the Company or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; (i) any Loan Document shall for any reason be asserted in writing by any Borrower or any Subsidiary Guarantor not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and which extends to assets that are not immaterial to the Company and the Subsidiaries on a consolidated basis shall cease to be, or shall be asserted in writing by any Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements or take the actions required to be taken by the Collateral Agent as described on Schedule ‎3.04 and except to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) the Guarantees pursuant to the Security Documents by any Borrower or any other Loan Party of any of the Obligations shall cease to be in full force and effect (other than in ​ accordance with the terms thereof), or shall be asserted in writing by any Borrower or any other Loan Party not to be in effect or not to be legal, valid and binding obligations; (i) so long as any Pari Passu Senior Secured Notes are outstanding, the First Lien Intercreditor Agreement, and (ii) so long as any other Senior Secured Notes secured on a junior basis to the Liens on the Collateral securing the Obligations are outstanding and are subject to the Second Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against any party thereto (or against any person on whose behalf any such party makes any covenants or agreements therein), or otherwise not be effective to create the rights and obligations purported to be created thereunder, unless the same results directly from the action or inaction of the Administrative Agent; then, and in every such event (other than (x) an event with respect to the Borrowers described in paragraph (h) or (i) above and (y) an event described in clause (d) above arising with respect to a failure to comply with Section 6.16 during the Deferral Period, unless the conditions of the first proviso contained in clause (d) above have been satisfied), and at any time thereafter during the continuance of such event, the Administrative Agent, at the option request of the non-defaulting party Required Lenders, shall, by notice to the Company, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which option are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand cash collateral pursuant to Section 2.05(j); and in any event with respect to the Borrowers described in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have been exercised immediately upon made a demand for cash collateral to the occurrence full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. In the case of an Act Event of Insolvency)Default under clause (d) above arising with respect to a failure to comply with Section 6.16 during the Deferral Period and at any time thereafter during the continuance of such event, be terminated immediately upon the occurrence Administrative Agent, at the request of the Required Deferring Lenders, shall, by notice to the Company, take any one or more all of the following events actions, at the same or different times: (individuallyi) terminate forthwith the Term A-1 Loan Commitments and Deferred Term A Loan Commitments, a "Default"): 12.1 if any Loaned Securities shall not (ii) declare the Term A-1 Loans and Deferred Term A Loans then outstanding to be transferred to Lender upon termination forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees with respect thereto, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer Document to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15.contrary notwithstanding. ​ ​

▇▇▇▇▇▇ of Default. All Loans hereunder mayEach of the following is an “Event of Default” with respect to the Securities: (a) failure to pay interest on any Security when such interest becomes due and payable and such default is continued for 30 days; (b) failure to pay principal of (or premium including the Make-Whole Premium, if any, on) any Security when it becomes due and payable; (c) failure by the Company to make an offer in connection with a Change of Control Repurchase Event in accordance with the provisions described under Section 4.02 of this Indenture; (d) failure to comply with any covenant or agreement in this Indenture in respect of the Securities, and such default or breach is continued for 90 days (or 150 days with respect to Section 4.09 of this Indenture; provided, however, that beginning on the 91st day the Note Parties are not in compliance with Section 4.09, additional interest at a rate of 0.25% per annum shall become due and payable (in the same manner and at the option same time as regular interest payments) on the Securities until such covenant is complied with) after there has been given to the Company a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal of Outstanding Securities affected thereby (other than a default in performance, or breach, of a covenant or agreement specifically dealt with in clauses (a), (b) or (c) above); (e) any Securities Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Securities Guarantee or pursuant to the terms of this Indenture or other applicable Note Document) or any Guarantor denies or disaffirms its obligations under its Securities Guarantee; (f) the Company or any other Note Party pursuant to or within the meaning of any Bankruptcy Law: (1) commences a voluntary case, (2) consents to the entry of an order for relief against it in an involuntary case, (3) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property, or (4) makes a general assignment for the benefit of its creditors; (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed and in effect for 90 days and that: (1) is for relief against the Company or any other Note Party as debtor in an involuntary case, (2) appoints a Bankruptcy Custodian of the nonCompany or any other Note Party or a Bankruptcy Custodian for all or substantially all of the property of the Company, or any other Note Party or (3) orders the liquidation of the Company or any other Note Party; (h) except as permitted by the Note Documents, the Security Documents shall for any reason cease to create a valid and perfected first-defaulting party priority Lien (subject to Permitted Collateral Liens) on any portion of the Collateral having a fair market value in excess of $25,000,000 (in each case, other than in accordance with the terms of this Indenture or the terms of the Security Documents); provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 45 days after any Officer of any Collateral Grantor becomes aware of such failure, which option shall be deemed failure has not been cured during such time period, or (ii) any Collateral Grantor asserts in writing that any Lien created under the Security Documents is invalid or unenforceable; or (i) if Chevron U.S.A. Inc. (or any other entity that is the counterparty under the Drilling Contract) is more than 120 days late with respect to have been exercised immediately upon the making of any payment due under the Drilling Contract, the failure by the Collateral Rig Operator to actively pursue remedies under the Drilling Contract with respect to such nonpayment. Upon the occurrence of an Act Event of InsolvencyDefault pursuant to this Section 6.01 with respect to Securities all or part of which is represented by a Global Security, a record date shall automatically and without any other action taken by any Person be set for the purpose of determining the Holders of Outstanding Securities entitled to join in any Notice of Default, which record date shall be the close of business on the day the Trustee shall have received such Notice of Default. The Holders of Outstanding Securities on such record date (or their duly appointed agents), and only such Persons, shall be terminated immediately upon the occurrence entitled to join in such Notice of any one Default, whether or more not such Holders remain Holders after such record date; provided that, unless such Notice of Default shall have become effective by virtue of Holders of the following events requisite principal amount of ​ Outstanding Securities on such record date (individually, a "Default"): 12.1 if any Loaned Securities shall not be transferred to Lender upon termination or their duly appointed agents) having joined in such Notice of the Loan as required by Section 6; 12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral as required by Section 9; 12.4 if either party (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party Default prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day which is 90 days after such Close record date, such Notice of Business on Default shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after expiration of such 90-day period, a Notice of Default contrary to or different from a Notice of Default previously given by a Holder, or from giving, after the expiration of such period, a Notice of Default identical to a Notice of Default that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party record date in respect thereof shall be set pursuant to the provisions of this Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (a) shall fail to perform any material obligation under this Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 156.01.

▇▇▇▇▇▇ of Default. All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of If any one or more of the following events (individually, a "each an “Event of Default"):”) shall occur and be continuing: 12.1 if (a) The Borrower shall fail to pay any Loaned Securities shall not be transferred to Lender upon termination principal of the Loan as required by Section 6on the Business Day when the same becomes due and payable; 12.2 if any Collateral shall not be transferred to (b) The Borrower upon termination of the Loan as required by Sections 4.3 and 6; 12.3 if either party shall fail to transfer Collateral pay any interest on the Loan, or make any other payment of fees or other amounts under this Agreement (other than as required by Section 9; 12.4 if either party provided in paragraph (a) shall fail above) or any other Loan Document within three (3) Business Days after such payment is due; provided that such failure may continue for up to transfer five (5) consecutive Business Days after such payment is due if such failure results solely from an error or omission of an administrative or operational nature so long as sufficient funds were available to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of Borrower on the date such failure by the other party prior to the Close of Business on any day, and payment was due; ​ (c) shall not have cured such failure Any written representation or warranty made by the Cutoff Time on Borrower in any Loan Document or by the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15; 12.5 if an Act of Insolvency occurs with respect to either party; 12.6 if any representation made by either party in respect of this Agreement Borrower (or any of its officers) pursuant to or in connection with any Loan or Loans hereunder Document shall be prove to have been incorrect or untrue in any material respect during the term of any Loan hereunderwhen made; 12.7 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or 12.8 if either party (ai) The Borrower shall fail to perform or observe any material obligation under this Agreement not specifically set forth term, covenant or agreement contained in clauses 12.1 through 12.7Section 2.06, aboveSection 5.01(b) (with respect to its legal existence of the Borrower), including but not limited or Section 5.02, or in any Collateral Document; or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed (other than the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, failure to satisfy any covenant or agreement specified in clause (d)(i) above or a default specified in paragraph (a) or (b) above) if such failure shall remain unremedied for twenty-five (25) or more days after the earlier of the date on which (A) any officer of the Borrower becomes aware of such failure or (B) written notice thereof shall have been notified given to the Borrower by the Lender, provided that, notwithstanding anything to the contrary in this Agreement, a breach by the Borrower of Section 5.02(g) shall not constitute an Event of Default. (e) The Borrower or any of the Borrower’s Subsidiaries shall fail to pay any principal of or premium or interest on any Debt owed to the Lender or to an Affiliate of the Lender, in each case, that is outstanding in a principal or notional amount of the lower of (x) U.S.$15,000,000 and (y) an amount equal to 3% of the value of shareholders’ equity, as determined by the Administrative Agent (or its equivalent in other currencies) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such 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 grace period, if any, specified in such agreement or instrument, if the effect of such failure event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause such Debt to mature; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by the other party 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 Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15.stated maturity thereof;