Common use of Events of Default Acceleration Etc Clause in Contracts

Events of Default Acceleration Etc. (i) If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: (a) The Organization shall fail to pay any principal on the Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement; (b) The Organization shall fail to pay any interest on the Loan, any fees, or other sums due hereunder or under any of the other Loan Documents, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement; (c) The Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) or Section 4(vii) and such failure shall not be cured to the reasonable satisfaction of the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x) or Section 5 hereof, or any of the covenants contained in any of the other Loan Documents; (d) Any representation or warranty of the Organization contained in Section 3(i), (ii) and (iii) is deemed to have been false in any material respect upon the date when made; (e) The Organization shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any capitalized leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (f) The Organization or any of its Subsidiary Broker-Dealers shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization or any of its Subsidiary Broker-Dealers or of any substantial part of the assets of the Organization or any of its Subsidiary Broker-Dealers, or shall commence any case or other proceeding relating to the Organization or any of its Subsidiary Broker-Dealers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization or any of its Subsidiary Broker-Dealers and the Organization or any of its Subsidiary Broker-Dealers shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within ninety (90) days following the filing thereof; (g) A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization or any of its subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization or any of its subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Organization that, with other outstanding final judgments, undischarged, against the Organization exceeds in the aggregate $37,500,000; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term date; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Dealers is subject, suspends (and does not reinstate within ten (10) days) or places material restrictions on (and such restrictions are not removed within fifteen (15) business days) the Subsidiary Broker-Dealers or revokes membership of any of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing Agreement, and, in addition, any of the future clearing agreements between the Lender and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Documents shall be commenced by or on behalf of the Organization or any of its equity holders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Transaction Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (m) The Organization fails to remain the sole owner of any of the Subsidiary Broker-Dealers, or begins proceedings for the sale or divestiture of any of the Subsidiary Broker-Dealers; then, and in any such event, so long as the same may be continuing, the Lender may by notice in writing to the Organization declare all amounts owing with respect to this Agreement and the Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that in the event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Lender shall have accelerated the maturity of the Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the obligations to the Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lender. No remedy herein conferred upon the Lender or the holder of the Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.

Events of Default Acceleration Etc. (i) If any of the following events (each, an “Event of Default” and collectively, the “Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occuroccur and be continuing: (a) The Organization the Borrower shall fail to pay make any payment of principal on the any Loan as and when the same shall become due under this Agreement, or to make any payment of interest or any other Obligations as and when due and payable, whether at the stated date such default shall continue unremedied for a period of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten five (105) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this AgreementBusiness Days; (b) The Organization the Borrower or Guarantor (as applicable) shall fail to pay any interest on the Loan, any fees, or other sums due hereunder or under comply with any of the other Loan Documentsprovisions of Xxxxxxx 0.00(x), whether at the stated date of maturity (x), (x), (x), (x), (x),(x) or any accelerated date of maturity (t) or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement;Section 7.02; or (c) The Organization the Borrower shall fail to perform or otherwise observe and comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) or Section 4(vii) and such failure shall not be cured to the reasonable satisfaction of the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x) or Section 5 hereof, or any of the covenants contained in any of the other Loan Documents; (d) Any representation or warranty of the Organization contained in Section 3(i), (ii) and (iii) is deemed to have been false in any material respect upon the date when made; (e) The Organization shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any capitalized leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (f) The Organization or any of its Subsidiary Broker-Dealers shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization or any of its Subsidiary Broker-Dealers or of any substantial part of the assets of the Organization or any of its Subsidiary Broker-Dealers, or shall commence any case or other proceeding relating to the Organization or any of its Subsidiary Broker-Dealers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization or any of its Subsidiary Broker-Dealers and the Organization or any of its Subsidiary Broker-Dealers shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within ninety (90) days following the filing thereof; (g) A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization or any of its subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization or any of its subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Organization that, with other outstanding final judgments, undischarged, against the Organization exceeds in the aggregate $37,500,000; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term date; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Dealers is subject, suspends (and does not reinstate within ten (10) days) or places material restrictions on (and such restrictions are not removed within fifteen (15) business days) the Subsidiary Broker-Dealers or revokes membership of any of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing Agreement, and, in addition, any of the future clearing agreements between the Lender and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Documents shall be commenced by or on behalf of the Organization or any of its equity holders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Transaction Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (m) The Organization fails to remain the sole owner of any of the Subsidiary Broker-Dealers, or begins proceedings for the sale or divestiture of any of the Subsidiary Broker-Dealers; then, and in any such event, so long as the same may be continuing, the Lender may by notice in writing to the Organization declare all amounts owing with respect to this Agreement and the Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that in the event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Lender shall have accelerated the maturity of the Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement (other than as set forth in clauses (a) and (b) above) or any other Loan Document and such failure continues unremedied for thirty (30) days after giving of notice thereof by the Administrative Agent to the Borrower; or (d) any representation or warranty made by the Borrower or Guarantor hereunder or by the Borrower in any of the other Loan Documents shall prove not to have been true in any material respect on the date when made; or (e) the Borrower or the Guarantor shall (i) default in the payment (beyond the applicable grace period with respect thereto) of any indebtedness (other than indebtedness hereunder) having, individually or in the aggregate, an outstanding principal amount in excess of the Threshold Amount, or (ii) default in the observance or performance of any other agreement or condition relating to any such indebtedness, or any instrument pursuant 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 a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such indebtedness to become due prior to its stated maturity (any applicable grace period having expired); or (f) a judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid or fully covered by independent third party insurance as to which the obligations relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered and is binding against the Borrower or the Guarantor by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive days after the entry thereof; or (g) the Borrower and/or the Guarantor shall (i) apply for or consent to the Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of or the taking possession by a receiver, andtrustee, liquidator, assignee, custodian, sequestrator or the like of itself or of a substantial part of its property, (ii) admits in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the bankruptcy laws of any jurisdiction, (v) file a petition or answer seeking reorganization or an arrangement with creditors or take advantage of any insolvency law or an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (vi) take action for the purpose of effecting any of the foregoing; or (h) an order, judgment, or decree shall be entered in any voluntary or involuntary case with or without the application, approval or consent of the Borrower and/or the Guarantor, by a court or governmental agency of competent jurisdiction, granting relief under or approving a petition seeking reorganization, or appointing a receiver, trustee, liquidator, assignee, custodian, sequestrator or the like of the Borrower and/or the Guarantor or of its property, and such order, judgment or decree shall continue unstayed and in effect for sixty (60) days; or (i) for any reason (other than by reason of any action or inaction by the Administrative Agent), the Administrative Agent fails to hold a duly recorded first preferred ship mortgage over each of the Vessels (other than in accordance with the terms hereof or thereof); or (j) an event of default shall have occurred and be continuing under any of the other Loan Documents and all grace or cure periods, if such amount any, with respect thereto shall have become due, expired; or (k) the Guaranty shall for any reason (other than by declaration reason of any action or otherwise, proceed to enforce inaction by the payment thereof Administrative Agent or any other legal or equitable right of the Lender. No remedy herein conferred upon the Lender or the holder of the Note is intended ) cease to be exclusive of any valid and binding on the Guarantor (other remedy and each and every remedy shall be cumulative and shall be than in addition to every other remedy given hereunder accordance with the terms hereof or now or hereafter existing at law or in equity or by statute thereof) or any other provision of law.such Person shall disavow its obligations under the Guaranty;

Events of Default Acceleration Etc. (i) If Time is of the essence under this Agreement and the Borrower shall be deemed to be in default of its obligations hereunder upon the occurrence of any of the following events (each, an “Events Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:): (a) The Organization shall fail the Borrower fails (i) to make any principal and interest payment as and when due under the Note, or (ii) to pay any principal on the Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed sum otherwise payable hereunder or under any other Loan Document, which failure continues unremedied for payment, and does not remedy such failure within ten a period of five (105) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement;thereafter; or (b) The Organization shall fail to pay any interest on the Loan, any feesBorrower sells (other than in connection with the Borrower’s satisfaction of its obligations under Section 3.03(b) hereof), or mortgages or encumbers (other sums due hereunder than for Permitted Maritime Liens) the Vessel, or under if any of Lien (other than a Permitted Maritime Lien) is filed against or otherwise attaches to the other Loan DocumentsVessel, whether at the stated date of maturity which has not been released, bonded or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender secured as provided in this Agreement;Section 7.0l(o)(x) hereof; or (c) The Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) representation or Section 4(vii) and such failure shall not be cured to warranty made by the reasonable satisfaction of Borrower hereunder or by the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure Borrower or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x) or Section 5 hereof, or any of the covenants contained Guarantor in any of the other Loan Documents;Documents shall prove to have been materially false or misleading when made; or (d1) Any representation or warranty the Borrower fails to comply with any of the Organization contained in provisions of Section 3(i7.0l(b), (iie), the first sentence of (l), (n), (o)(ii) and (iiio)(xv) is deemed or Section 7.02, or (2) the Borrower fails to have been false in comply with any material respect upon of the provisions of Section 7.0l(i) or (o)(iii) and such failure continues unremedied for a period of fifteen (15) days following the earlier of the date when made;that a Responsible Officer of the Borrower or the Guarantor has knowledge thereof or the date that the Lender provides notice of such failure to the Borrower; or (e) The Organization shall fail to pay at maturity, the Borrower breaches any of the other agreements or within any applicable covenants contained herein (and not otherwise addressed in this Section 8.01) and such breach continues unremedied for a period of grace, any obligation for borrowed money thirty (30) days following the earlier of the date that a Responsible Officer of the Borrower is obligated to report such breach to the Lender under Section 7.0l(c) hereof or credit received or in respect the date that the Lender provides notice of any capitalized leases, or fail such breach to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;Borrower; or (f) The Organization any notice shall have been issued by the Republic of the Mxxxxxxx Islands (or any if applicable the United States Coast Guard Registry) to the effect that the Vessel is subject to deletion from registration/documentation or the Certificate of its Subsidiary Broker-Dealers shall make an assignment Registry/Documentation for the benefit of creditorsVessel or the endorsement noted thereon is subject to revocation or cancellation, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization or any of its Subsidiary Broker-Dealers or of any substantial part of the assets of the Organization or any of its Subsidiary Broker-Dealers, or shall commence any case or other proceeding relating to the Organization or any of its Subsidiary Broker-Dealers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any reason whatsoever and such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization or any of its Subsidiary Broker-Dealers and the Organization or any of its Subsidiary Broker-Dealers shall indicate its approval thereof, consent thereto or acquiescence therein matter is not remedied or such petition or application shall notice is not have been dismissed within ninety (90) days following the filing thereof; (g) A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization or any of its subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization or any of its subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Organization that, with other outstanding final judgments, undischarged, against the Organization exceeds in the aggregate $37,500,000; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term date; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Dealers is subject, suspends (and does not reinstate revoked within ten (10) days) or places material restrictions on (and such restrictions are not removed within fifteen (15) business days) the Subsidiary Broker-Dealers or revokes membership of any Business Days of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing Agreement, and, in addition, any of the future clearing agreements between the Lender and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Documents shall be commenced by or on behalf of the Organization or any of its equity holders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Transaction Documents is illegal, invalid or unenforceable in accordance with the terms Borrower’s receipt thereof; or (mg) The Organization fails for any reason, the First Preferred Mortgage ceases to remain be a duly recorded, first preferred mortgage over the sole owner whole of the Vessel other than in connection with a reflagging of the Vessel pursuant to Section 7.0l(v) hereof and in which case a new First Preferred Mortgage shall be executed by the Borrower and delivered to the Lender in accordance with Section 7.0l(v)(i) hereof; or (h) should this Agreement, the Note, the Guaranty or any of the Subsidiary Broker-Dealersother Loan Documents at any time after their execution and delivery, for any reason (other than satisfaction in full of all Obligations) cease to be valid and binding on, or begins proceedings for enforceable against, the sale Borrower or divestiture of the Guarantor (as the case may be), or the Borrower or the Guarantor shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or this Agreement, the Note, the Guaranty or any of the Subsidiary Broker-Dealers; thenother Loan Documents shall, at any time after their execution and in delivery, for any such event, so long as the same may be continuing, the Lender may by notice in writing reason (other than pursuant to the Organization declare all amounts owing with respect terms thereof) cease to this Agreement and the Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason (other than pursuant to the terms hereof) cease to be a perfected first preferred mortgage lien and/or first priority security interest, subject only to Permitted Maritime Liens; or (i) an event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default default shall have occurred and be continuing, and whether or not continuing under the Lender shall have accelerated the maturity of the Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the obligations to the Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof First Preferred Mortgage or any other legal or equitable right Loan Document and such breach continues unremedied for a period of thirty (30) days following the earlier of the Lender. No remedy herein conferred upon date that a Responsible Officer of the Borrower or the Guarantor has knowledge of such breach or the date that the Lender or provides notice of such breach to the holder of the Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.Borrower; or

Events of Default Acceleration Etc. (i) If Time is of the essence under this Agreement and the Borrower shall be deemed to be in default of its obligations hereunder upon the occurrence of any of the following events (each, an “Events Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:): (a) The Organization shall fail the Borrower fails (i) to make any principal and interest payment as and when due under the Note, or (ii) to pay any principal on the Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed sum otherwise payable hereunder or under any other Loan Document, which failure continues unremedied for payment, and does not remedy such failure within ten a period of five (105) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement;thereafter; or (b) The Organization shall fail to pay any interest on the Loan, any feesBorrower sells (other than in connection with the Borrower’s satisfaction of its obligations under Section 3.03(b) hereof), or mortgages or encumbers (other sums due hereunder than for Permitted Maritime Liens) the Vessel, or under if any of Lien (other than a Permitted Maritime Lien) is filed against or otherwise attaches to the other Loan DocumentsVessel, whether at the stated date of maturity which has not been released, bonded or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender secured as provided in this Agreement;Section 7.0l(o)(x) hereof; or (c) The Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) representation or Section 4(vii) and such failure shall not be cured to warranty made by the reasonable satisfaction of Borrower hereunder or by the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure Borrower or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x) or Section 5 hereof, or any of the covenants contained Guarantor in any of the other Loan Documents; (d) Any representation or warranty of the Organization contained in Section 3(i), (ii) and (iii) is deemed Documents shall prove to have been materially false in or misleading when made; or (1) the Borrower fails to comply with any material respect upon of the provisions of Section 7.0l(b), W, the first sentence of ill, m), {Q)(ill and (o)(xv) or Section 7.02, or (2) the Borrower fails to comply with any of the provisions of Section 7.0l(i) or (o)(iii) and such failure continues unremedied for a period of fifteen (15) days following the earlier of the date when made;that a Responsible Officer of the Borrower or the Guarantor has knowledge thereof or the date that the Lender provides notice of such failure to the Borrower; or (e) The Organization shall fail to pay at maturity, the Borrower breaches any of the other agreements or within any applicable covenants contained herein (and not otherwise addressed in this Section 8.01) and such breach continues unremedied for a period of grace, any obligation for borrowed money thirty (30) days following the earlier of the date that a Responsible Officer of the Borrower is obligated to report such breach to the Lender under Section 7.0l(c) hereof or credit received or in respect the date that the Lender provides notice of any capitalized leases, or fail such breach to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof;Borrower; or (f) The Organization any notice shall have been issued by the Republic of the Mxxxxxxx Islands (or any if applicable the United States Coast Guard Registry) to the effect that the Vessel is subject to deletion from registration/documentation or the Certificate of its Subsidiary Broker-Dealers shall make an assignment Registry/Documentation for the benefit of creditorsVessel or the endorsement noted thereon is subject to revocation or cancellation, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization or any of its Subsidiary Broker-Dealers or of any substantial part of the assets of the Organization or any of its Subsidiary Broker-Dealers, or shall commence any case or other proceeding relating to the Organization or any of its Subsidiary Broker-Dealers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any reason whatsoever and such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization or any of its Subsidiary Broker-Dealers and the Organization or any of its Subsidiary Broker-Dealers shall indicate its approval thereof, consent thereto or acquiescence therein matter is not remedied or such petition or application shall notice is not have been dismissed within ninety (90) days following the filing thereof; (g) A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization or any of its subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization or any of its subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Organization that, with other outstanding final judgments, undischarged, against the Organization exceeds in the aggregate $37,500,000; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term date; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Dealers is subject, suspends (and does not reinstate revoked within ten (10) days) or places material restrictions on (and such restrictions are not removed within fifteen (15) business days) the Subsidiary Broker-Dealers or revokes membership of any Business Days of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing Agreement, and, in addition, any of the future clearing agreements between the Lender and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Documents shall be commenced by or on behalf of the Organization or any of its equity holders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Transaction Documents is illegal, invalid or unenforceable in accordance with the terms Borrower’s receipt thereof; or (mg) The Organization fails for any reason, the First Preferred Mortgage ceases to remain be a duly recorded, first preferred mortgage over the sole owner whole of the Vessel other than in connection with a reflagging of the Vessel pursuant to Section 7.0l(v) hereof and in which case a new First Preferred Mortgage shall be executed by the Borrower and delivered to the Lender in accordance with Section 7.0l(v)(i) hereof; or (h) should this Agreement, the Note, the Guaranty or any of the Subsidiary Broker-Dealersother Loan Documents at any time after their execution and delivery, for any reason (other than satisfaction in full of all Obligations) cease to be valid and binding on, or begins proceedings for enforceable against, the sale Borrower or divestiture of the Guarantor (as the case may be), or the Borrower or the Guarantor shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or this Agreement, the Note, the Guaranty or any of the Subsidiary Broker-Dealers; thenother Loan Documents shall, at any time after their execution and in delivery, for any such event, so long as the same may be continuing, the Lender may by notice in writing reason (other than pursuant to the Organization declare all amounts owing with respect terms thereof) cease to this Agreement and the Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason (other than pursuant to the terms hereof) cease to be a perfected first preferred mortgage lien and/or first priority security interest, subject only to Permitted Maritime Liens; or (i) an event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default default shall have occurred and be continuing, and whether or not continuing under the Lender shall have accelerated the maturity of the Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the obligations to the Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof First Preferred Mortgage or any other legal or equitable right Loan Document and such breach continues unremedied for a period of thirty (30) days following the earlier of the Lender. No remedy herein conferred upon date that a Responsible Officer of the Borrower or the Guarantor has knowledge of such breach or the date that the Lender or provides notice of such breach to the holder of the Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.Borrower; or

Events of Default Acceleration Etc. (i) If any Section 10.1. EVENTS OF DEFAULT AND ACCELERATION THE OCCURRENCE OF ANY EVENT DESCRIBED IN THIS ARTICLE 10 RESPECTIVELY SHALL CONSTITUTE AN "EVENT OF DEFAULT", OR, IF THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH IS REQUIRED, THEN, PRIOR TO SUCH NOTICE OR LAPSE OF TIME, SUCH OCCURRENCE SHALL CONSTITUTE A "DEFAULT". NOTHING CONTAINED IN THIS ARTICLE 10, OR ELSEWHERE IN THIS AGREEMENT, SHALL AFFECT THE DEMAND NATURE OF THE LIABILITIES. THE OCCURRENCE OF AN EVENT OF DEFAULT SHALL NOT BE A PREREQUISITE FOR THE LENDER'S MAKING DEMAND OR REQUIRING PAYMENT OF SUCH LIABILITIES. Without limiting the rights of the following events (“Events Lender to make such demand for payment, the Lender shall have the right by notice in writing to the Borrower declare any and all Liabilities to become immediately due and payable without presentment, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, upon the occurrence of any such Event of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur:. (a1) The Organization the Borrower shall fail to pay any principal on of the Loan Credit Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement; (b2) The Organization the Borrower shall fail to pay any interest on the Loan, Credit Loans or any fees, or other sums due hereunder or under any of the other Loan Documents, whether at when the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, same shall become due and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreementpayable; (c3) The Organization the Borrower shall fail to comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) 6 or Section 4(vii) and such failure shall not be cured to the reasonable satisfaction of the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x) or Section 5 hereof, 7 hereof or any of the covenants contained in any of the other Loan DocumentsDocuments for ten (10) days after written notice of such failure has been given to the Borrower by the Lender;; (d4) Any the Borrower or any of its Subsidiaries shall fail to perform any other term, covenant or agreement contained herein (other than those specified elsewhere in this Section 10) for thirty (30) days after written notice of such failure has been given to the Borrower by the Lender; (5) any representation or warranty of the Organization contained Borrower or any of its Subsidiaries in Section 3(i), (ii) and (iii) this Agreement or any of the other Loan Documents is deemed determined by the Lender to have been false in any material respect upon the date when mademade or deemed to have been made or repeated; (e6) The Organization the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any capitalized leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (f) The Organization thereof or the Borrower or any of its Subsidiary Broker-Dealers Subsidiaries shall fail to observe or perform any term, covenant, or agreement contained in any material contract to which the Borrower is a party for such period of time as would permit any party to such material contract (assuming the giving of appropriate notice if required) to terminate such material contract, to the extent that any of the foregoing events has a material adverse effect on the business or financial condition of the Borrower; (7) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization Borrower or any of its Subsidiary Broker-Dealers Subsidiaries or of any substantial part of the assets of the Organization Borrower or any of its Subsidiary Broker-Dealers, Subsidiaries or shall commence any case or other proceeding relating to the Organization Borrower or any of its Subsidiary Broker-Dealers Subsidi aries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization Borrower or any of its Subsidiary Broker-Dealers Subsidiaries and the Organization Borrower or any of its Subsidiary Broker-Dealers Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition if not so approved, consented to, or application shall not have been dismissed acquiesced in, fail to obtain the dismissal thereof within ninety thirty (9030) days following the filing thereofof filing; (g) A 8) The filing of any case or other proceeding against the Borrower or any of the Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect; a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization Borrower or any of its subsidiaries Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization Borrower or any Subsidiary of its subsidiaries the Borrower, in an involuntary case under federal bankruptcy laws as now or hereafter constituted; provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h9) There there shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, days any uninsured final judgment against the Organization Borrower or any of its Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Organization Borrower or any of its Subsidiaries exceeds in the aggregate $37,500,000500,000.00; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term date; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Dealers is subject, suspends (and does not reinstate within ten (10) days) or places material restrictions on (and such restrictions are not removed within fifteen (15) business days) the Subsidiary Broker-Dealers or revokes membership of any of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing Agreement, and, in addition, any of the future clearing agreements between the Lender and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Loan Documents shall be cancelledcanceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Loan Documents shall be commenced by or on behalf of the Organization Borrower or any of its equity holdersSubsidiaries, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a final determination that, or issue a final judgment, order, decree or ruling to the effect that, any one or more of the Transaction Loan Documents is illegal, invalid or unenforceable in accordance with the terms thereof; (11) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred for which the notice requirement has not been waived, and the Lender shall have determined in its reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC on such Guaranteed Pension Plan in an aggregate amount exceeding $100,000.00 and (i) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (ii) a trustee shall have been appointed by the United States District Court to administer such Plan; or (iii) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (12) the Borrower or any of its Subsidiaries shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of the Borrower or such Subsidiaries; (13) there shall have occurred any material adverse change, as determined by the Lender in good faith, in or to the assets, liabilities, financial condition, business operations, or prospects of the Borrower and its Subsidiaries, taken as a whole; or (m14) The Organization fails to remain Any change in the sole owner ownership of the capital stock of the Borrower. (15) the occurrence of any of the Subsidiary Broker-Dealers, or begins proceedings for the sale or divestiture of any of the Subsidiary Broker-Dealers; then, and events described in any such event, so long as the same may be continuing, the Lender may by notice in writing to the Organization declare all amounts owing this Article 10 with respect to this Agreement and the Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that in the event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Lender shall have accelerated the maturity of the Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the obligations to the Lender are evidenced, including Guarantor as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become dueGuarantor were the "Borrower", by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lender. No remedy herein conferred upon the Lender or the holder of the Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of lawas set forth above.

Events of Default Acceleration Etc. (i) If any of the following events (“Events of Default” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: (a) The Organization shall fail to pay any principal on the Tranche A Loan or the Tranche B Loan when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement; (b) The Organization shall fail to pay any interest on either the Tranche A Loan or the Tranche B Loan, any fees, or other sums due hereunder or under any of the other Loan Documents, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment, and does not remedy such failure within ten (10) calendar days of its occurrence, unless otherwise forgiven by the Lender as provided in this Agreement; (c) The Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(ii), Section 4(iii), Section 4(vi) or Section 4(vii) and such failure shall not be cured to the reasonable satisfaction of the Lender within ten (10) calendar days after receipt of notice from the Lender demanding such cure or the Organization shall fail to comply in any material respect with any of its covenants contained in Section 4(iv), Section 4(v), Section 4(viii), Section 4(ix), Section 4(x), Section 4(xii) or Section 5 hereof, or any of the covenants contained in any of the other Loan Documents; (d) Any representation or warranty of the Organization contained in Section 3(i), (ii,) and (iii) is deemed to have been false in any material respect upon the date when made; (e) The Organization shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any capitalized leases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any capitalized leases for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (f) The Organization or any of its Subsidiary Broker-Dealers shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Organization or any of its Subsidiary Broker-Dealers or of any substantial part of the assets of the Organization or any of its Subsidiary Broker-Dealers, or shall commence any case or other proceeding relating to the Organization or any of its Subsidiary Broker-Dealers under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Organization or any of its Subsidiary Broker-Dealers and the Organization or any of its Subsidiary Broker-Dealers shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within ninety (90) days following the filing thereof; (g) A decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Organization or any of its subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Organization or any of its subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; , provided, however, that in the event such order or decree is entered solely against a subsidiary of the Organization and such order or decree does not have a Material Adverse Effect on the Organization, then such an order or decree shall not be considered an Event of Default under this Section 6(i)(g); (h) There shall remain in force, undischarged, unsatisfied and unstayed, for more than thirty (30) days, whether or not consecutive, any final judgment against the Organization that, with other outstanding final judgments, undischarged, against the Organization exceeds in the aggregate $37,500,000; (i) The Organization fails to maintain Consolidated Adjusted Shareholders’ Equity of at least $40,000,00020,000,000, as determined as of the date of any of the financial statements delivered by the Organization pursuant to Section 4(iii), subject to any cure period contained in herein this Agreement; (j) The Frost Gamma Line of Credit is in default or is terminated prior to its final term dateterminated; (k) The SEC, The New York Stock Exchange, the Financial Industry Regulatory Authority or any other regulatory authority, including state securities administrators, to which any of the Subsidiary Broker-Broker- Dealers is subject, subject suspends (and does not reinstate within ten (10) days) or ), places material restrictions on (and such restrictions are not removed within fifteen (15) business days) and of the Subsidiary Broker-Dealers or revokes membership of any of the Subsidiary Broker-Dealers as a member organization of any such organization that is a self-regulatory organization and such action results in a Material Adverse Effect; (l) Any of the 2009 Clearing Agreements or the SAI Clearing AgreementAgreements, and, in addition, any of the future clearing agreements between the Lender NFS and any future Affiliated B-D’s, ceases to be in full force and effect or is otherwise terminated (other than termination by the Lender in circumstances not requiring a default by a Subsidiary Broker-Dealer party thereto) or if any of the other Transaction Documents shall be cancelled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Lender, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Transaction Documents shall be commenced by or on behalf of the Organization or any of its equity holders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Transaction Documents is illegal, invalid or unenforceable in accordance with the terms thereof; or (m) The Organization fails to remain the sole owner of any of the Subsidiary Broker-Dealers, or begins proceedings for the sale or divestiture of any of the Subsidiary Broker-Dealers; then, and in any such event, so long as the same may be continuing, the Lender may by notice in writing to the Organization declare all amounts owing with respect to this Agreement and the Tranche A Note and the Tranche B Note to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Organization; provided that in the event of any Event of Default specified in Section 6(i)(f) or 6(i)(g), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Lender. Further, in the Event of Default under Sections 6(i)(c), 6(i)(d), 6(i)(f), 6(i)(g), 6(i)(i), 6(i)(k), 6(i)(l), and 6(i)(m), then, in addition to any other rights Lender may have under this Agreement, Lender shall have the right of election to terminate this Agreement. (ii) In case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Lender shall have accelerated the maturity of the Tranche A Note or the Tranche B Note pursuant to this Section 6, the Lender may proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the obligations to the Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lender. No remedy herein conferred upon the Lender or the holder of the Tranche A Note or Tranche B Note is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law.