Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default hereunder: (a) Failure of any payment Guarantor to pay any Guaranteed Obligations upon receipt of principal of demand by the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Trustee to such Guarantor given in accordance with the terms of this Agreement and the Note;Section 20 hereof. (b) any payment The dissolution or liquidation of interest on the Loans a Guarantor or the Note filing by a Guarantor of a voluntary petition in bankruptcy, or the entry of any order or decree granting relief in any involuntary case commenced against a Guarantor under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be paid when and as due (whether at maturity, by reason of acceleration discharged or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured denied within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 90 days after receipt of written notice thereof from the Lenderfiling thereof, or any representation or warranty contained herein or therein if a Guarantor shall at any time prove admit in writing its inability to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerpay its debts generally as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or liquidator of a Guarantor shall be appointed in any proceeding brought against the like Guarantor and shall not be discharged within 90 days after such appointment or if a Guarantor shall consent to such appointment, or assignment by the Guarantor of the Borrower or for all or any part substantially all of its property, or the Borrower shall make a general assignment assets for the benefit of its creditors, or the Borrower shall failentry by the Guarantor into an agreement of composition with its creditors with respect to all or substantially all of its assets, or admit a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against a Guarantor under any applicable bankruptcy, reorganization or analogous law as now or hereafter in writing its inabilityeffect and if initiated against the Guarantor shall remain undismissed (subject to no further appeal) for a period of 90 days; provided, to paythe term “dissolution or liquidation of a Guarantor,” as used in this subsection, or generally shall not be paying, construed to include the cessation of the existence of a Guarantor resulting either from a merger or consolidation of the Guarantor into or with another entity or a dissolution or liquidation of the Guarantor following a transfer of all or substantially all of its debts assets as they become duean entirety; then during the continuance of any and provided further that an Event of Default shall not be triggered under this Subsection (other b) if the Company and the unaffected Guarantor or Guarantors shall continue to own more than 50% of the consolidated assets of the Company and the Subsidiaries. (c) If any representation made by a Guarantor contained in this Guaranty was false or misleading in any material respect at the time it was made or delivered. Whenever an Event of Default specified shall have happened and be continuing, (a) the Trustee in clause (d) above), the Lender manner provided in Section 7.1 of the Indenture may by written notice to declare the Borrower declare, in whole or from time to time in part, the entire unpaid principal of, or redemption premium, if any, and accrued interest onon the Bonds to be immediately due and payable, and (b) the Loans Trustee may, in its discretion, or shall upon the written request of the Holders of 66 2/3% in principal amount of Bonds then Outstanding, take whatever action at law or in equity as may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or to enforce observance or performance of any covenant or agreement of the Guarantors under this Guaranty. In case the Trustee shall have proceeded to enforce this Guaranty and such proceedings shall have been discontinued or abandoned for any reason, then and in every such case each Guarantor and the Note Trustee, subject to any determination in any applicable proceeding, shall be restored respectively to their several positions and rights hereunder, and all other amounts owing hereunder to berights, remedies and powers of the Guarantors and the Loans and the Note and Trustee shall continue as though no such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateproceeding had been taken.

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) a. the Borrower shall fail to make the payment of any amount of any principal outstanding after the date such payment shall become due and payable hereunder; or b. the Borrower shall fail to make any payment of interest after the date such interest shall become due and payable hereunder; or c. any representation, warranty, covenant or certification made by the Borrower herein, in the Notes, any other Loan Document or in any certificate or financial statement shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or d. the Borrower or any of its subsidiaries shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness for borrowed money (the Loans “Indebtedness”) (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness of all such persons is in excess of $100,000, whether such Indebtedness now exists or shall hereinafter be created, and such default entitles the Note holder thereof to declare such indebtedness to be due and payable, and such indebtedness has not been discharged in full or such acceleration has not been stayed, rescinded or annulled within twelve (12) business days of such acceleration, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 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 or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or e. A judgment or order for the payment of money shall be rendered against the Borrower or any subsidiary in excess of $100,000 in the aggregate (net of any applicable insurance coverage) for all such judgments or orders against all such persons (treating any deductibles, self insurance or retention as not so covered) that shall not be paid when discharged, and as due all such judgments and orders remain outstanding, and there shall be any period of thirty (whether at maturity30) consecutive days following entry of the judgment or order in excess of $100,000 or the judgment or order which causes the aggregate amount described above to exceed $100,000 during which a stay of enforcement of such judgment or order, by reason of acceleration a pending appeal or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note , shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;effect; or (c) f. the Borrower shall default in (i) apply for or consent to the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyproperty or assets, or the Borrower shall (ii) admit in writing its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (vi) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or g. a proceeding or case shall be commenced in respect of the Borrower or any of it’s subsidiaries without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the Borrower shall faillike of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified case described in clause (d) abovei), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under the Lender may by written notice Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against the Borrower or any of its subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Borrower declareor any of its subsidiaries and shall continue undismissed, or unstayed and in whole effect for a period of thirty (30) consecutive days; or h. The occurrence of any event which has a Material Adverse Effect. THEN, Lenders may, at their election and without demand or from time to time in partnotice of any kind, which are hereby waived, declare the principal ofunpaid balance of the Notes, and accrued interest onthereon, immediately due and payable, proceed to collect the Loans same, and the Note exercise any and all other amounts owing hereunder to berights, powers and remedies given it by this Agreement, the Notes and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified Loan Documents or otherwise at law or in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateequity.

Events of Default Remedies. If In case anyone or more of the following events, herein termed “events of default”, shall happen: (a) the Shipowner fails to pay on the date due any payment of principal in respect of the Indebtedness hereby secured as provided herein or the Shipowner fails to pay within three (3) Business Days of the date due any payment of interest or any Commitment Commission or any other amount owing under the Subsidiaries Guaranty; or (b) the statements in Article I shall prove to have been untrue when made in a material way; or (c) a default in the due and punctual observance and performance of any of the following events provisions of Sections 0, 0, 0, 0, 0(x), 00, 00, 00(x), (eachx), (x), (x) and (j), 16 or 17 of Article II hereof shall have occurred and be continuing; or (d) a breach or omission in the due and punctual observance of any of the other covenants and conditions herein required to be kept and performed by the Shipowner and such breach or omission shall continue for 30 days after the day the Shipowner first knew or should have known of such breach or omission; or (e) an “Event of Default”) Default shall have occurred and be continuing under the Credit Agreement; or (f) a payment default by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and be continuing; or (g) any notice shall have been issued by the government or any bureau, department, officer, board or agency thereof of the country of registry of the Vessel to the effect that the Vessel is subject to cancellation from such registry or the certificate of registry of the Vessel is subject to revocation or cancellation for any reason whatsoever whatsoever, and such notice shall not have been cancelled or annulled on or before seven (whether voluntary 7) Business Days prior to the date set forth in such notice for such cancellation or involuntary, arising or effected by operation of law or otherwise):revocation; or (ah) any payment the Vessel shall be cancelled from the country of principal registry of the Loans Vessel or the Note certificate of registry of the Vessel is revoked or cancelled for any reason whatsoever; then: the security constituted by this Mortgage shall become immediately enforceable and that without limitation, the enforcement remedies specified can be exercised irrespective of whether or not the Mortgagee has exercised the right of acceleration under the Credit Agreement or any of the other Credit Documents and the Mortgagee shall have the right to: (i) Declare all the then unpaid Indebtedness hereby secured to be paid when due and as payable immediately, and upon such declaration, the same shall become and be immediately due (whether at maturityand payable provided, however, that no declaration shall be required if an event of default shall have occurred by reason of acceleration a default under Section 10.05 of the Credit Agreement, then and in such case, the Indebtedness hereby secured shall become immediately due and payable on the occurrence of such event of default without any notice or demand; (ii) Exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the provisions of the laws of the country of registry of the Vessel or of any other jurisdiction where the Vessel may be found; (iii) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise; (iv) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel; (v) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (vi) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given them to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner; (vi) Without being responsible for loss or damage, the Mortgagee may sell the Vessel upon such terms and conditions as to the Mortgagee shall seem best, free from any claim of or by the Shipowner, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address and to any other registered mortgagee, twenty (20) calendar days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in daily newspapers of general circulation published in the City of New York, State of New York; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any sale. The Shipowner agrees that any sale made in accordance with the terms of this Agreement and the Noteparagraph shall be deemed made in a commercially reasonable manner insofar as it is concerned; (bvii) any payment Require that all policies, contracts, certificates of interest on entry and other records relating to the Loans insurance with respect to the Vessel, including, but not limited to, those described in Article II, Section 13 hereof (the “Insurances”) (including details of and correspondence concerning outstanding claims) be forthwith delivered to or to the Note shall not be paid when and as due (whether at maturity, by reason order of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysMortgagee; (cviii) Collect, recover, compromise and give a good discharge for any and all monies and claims for monies then outstanding or thereafter arising under the Borrower shall default Insurances or in respect of the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, earnings or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon requisition compensation and to that extent become, due and payable permit any brokers through whom collection or recovery is effected to charge the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateusual brokerage therefor.

Events of Default Remedies. If any of the following events (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) any payment of Borrower shall fail to pay any principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) and in accordance with the terms of this Agreement and the NoteBusiness Days; (b) any payment of Borrower shall fail to pay any interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysfailure shall continue unremedied for a period of five (5) Business Days; (c) the Borrower shall default in the performance any representation, warranty or observance certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other termdocument required to be delivered pursuant hereto or thereto, covenant shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained hereinin Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.11 or in Article VI or in Article VII of this Agreement; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such default failure shall continue without cure unremedied for a period of 30 thirty (30) days after receipt of written notice thereof from the LenderAdministrative Agent to the Parent Borrower; (f) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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; provided, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any representation Swap Agreement, termination events or warranty contained herein equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or therein shall at any time prove Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to have been incorrect any termination of Commitments or misleading in any material respect when made; oracceleration of the Loans pursuant to this Section 8.01; (dg) a case an involuntary proceeding, corporate action, legal proceeding or proceeding other procedure or step shall be commenced against the Borroweror an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration, a suspension or moratorium of payments, dissolution of or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any federal, state, provincial, territorial or other applicable bankruptcy, insolvency, receivership, arrangement, liquidation, reorganization or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the appointment of a receiver, interim receiver, receiver manager, trustee, liquidator, administrator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official or a creditor’s committee for any Borrower shall commence or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a voluntary substantial part of its assets, and, in any such case, in either case such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization (by way of voluntary arrangement, scheme of arrangement or similar), bankruptcy, administration, winding up, deregistration, a suspension or moratorium of payments, creditor arrangement, compromise or similar or other relief under any Bankruptcy Lawfederal, in each case as state or other applicable bankruptcy, insolvency, receivership, arrangement, liquidation, reorganization or similar law now or hereafter in effect, or (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, interim receiver, receiver manager, trustee, liquidator, administrator, custodian, trustee administrative recovery compulsory manager, sequestrator, conservator, administrator or the like of the similar official or a creditor’s committee for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or the Borrower shall (v) make a general assignment for the benefit of its creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, or the Borrower shall fail, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid in full within any applicable period for payment) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment by reason of a pending appeal, payment or otherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $10,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement, (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement, (iii) as a result of the Collateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file UCC continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (m) any material provision of this Agreement or any other Loan Document shall for any reason cease to be in full force and effect except as expressly permitted hereunder or thereunder, or any Borrower or any other Loan Party shall so state in writing, in each case, other than in connection with a release of any Guarantee in accordance with the terms of this Agreement; then or (n) a Change of Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in case of any event with respect to any Borrower described in clause (g) or (h) of this Section 8.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender Administrative Agent may (and if directed by written notice the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Borrower declareAdministrative Agent, for the benefit of the Secured Parties, to secure payment and performance of the Obligations in whole or from time to time in part, accordance with the principal of, terms of the Loan Documents and accrued interest on, the Loans and the Note exercise any and all other amounts owing hereunder to berights and remedies afforded by applicable Law, and by any of the Loans and the Note and such other amounts shall thereupon and to that extent becomeLoan Documents, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) aboveby equity, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateor otherwise.

Events of Default Remedies. If any of the following follow- ing events (each, an “Event of Default”) shall have occurred occur and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):continuing: (ai) The Company or any payment of principal of the Loans Subsidiary shall fail to pay when due any amount payable to Obligee hereunder or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note;under any other Transaction Document; or (b) Any representation or warranty made or deemed made by the Company or any payment of interest on the Loans its Subsidiaries herein or the Note shall not be paid when and as due (whether in any other Transaction Document or which is contained in any cer- tificate, document or financial or other statement furnished at maturity, by reason of acceleration any time under or otherwise) and in accordance connection with the terms of this Agreement and shall prove to have been incorrect in any material respect on or as of the Note, and such default is not cured within two days;date made or deemed made; or (c) the Borrower The Company shall default in the observance or performance of any agreement contained in Section 7; or (d) The Company or any Subsidiary shall default in the observance or performance of any other term, covenant or agreement contained hereinin this Agreement (other than as provided in paragraphs (a) through (c) of this Section) or in any other Transaction Docu- ment, and such default shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madethirty (30) days; or (de) a case The Company shall fail to pay any obligations under the Foothill Loan Documents or proceeding any principal of or inter- est on any Unsecured Cash Flow Notes (whether at scheduled ma- turity or by required prepayment, acceleration, demand or oth- erwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such obligation under the Foothill Loan Documents or any Unsecured Cash Flow Notes; or (f) Any Foothill Debt or any Unsecured Cash Flow Notes shall be commenced against the Borrowerdeclared to be due and payable, or required to be prepaid (other than by a regularly scheduled required pre- payment), prior to the Borrower stated maturity thereof; or (g) Any Subsidiary of the Company shall fail to pay any principal of, or interest on, any Indebtedness or any Guar- antee Obligation (other than any Guarantee Obligation created pursuant to any Transaction Document) in excess of $1,000,000, when due and payable (whether at scheduled maturity or by re- quired prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument under which such Indebtedness or Guarantee Obligation was created and, if such agreement or instrument permits the acceleration of the matu- rity of such Indebtedness or Guarantee Obligation as a result of such failure, such Indebtedness or Guarantee Obligation shall be declared to be due and payable, or required to be pre- paid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or any such Indebtedness or Guarantee Obligation shall be declared to be due and pay- able, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity; or (h) The Company shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Secured Instrument, the Foothill Debt, or any Unsecured Cash Flow Notes) or in the payment of any Guarantee Obligation in excess of $1,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee 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 permit the holder or holders of such Indebtedness 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 Company or any of its Subsidiaries shall commence a voluntary any case, in either case seeking relief proceeding or other action (A) under any Bankruptcy Lawexisting or future law of any jurisdiction, in each case as now domestic or hereafter in effectforeign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or the Borrower shall apply for, consent toseeking to adjudicate it a bankrupt or insolvent, or fail seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other re- lief with respect to contestit or its debts, the appointment or (B) seeking appoint- ment of a receiver, liquidatortrustee, custodian, trustee custodian or the like of the Borrower other similar of- ficial for it or for all or any substantial part of its propertyassets, or the Borrower Company or any of its Subsidiaries shall make a general assignment for the benefit of its creditors, or (ii) there shall be commenced against the Borrower shall failCompany or any of its Subsidiar- ies 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 Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, dis- traint 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 Company or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above, or (v) the Company or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inabilityinability to, to pay, or generally not be paying, pay its debts as they become due, provided that the Company or any of its Sub- sidiaries may admit in writing that it is "insolvent" as such term is defined in, and for purposes of, Section 108(a)(1)(8) of the Code, or (vi) the Company or any of its Subsidiaries shall cause to be reinstated the Reorganization Proceedings; then during or (j) The Confirmation Order shall be reversed, with- drawn, modified (in any manner adverse to the continuance Company or any of its Subsidiaries), or any Event rehearing shall be ordered with re- spect thereto by the Bankruptcy Court or by any court having jurisdiction over the Company; or (i) There occurs one or more events or condi- tions described in Section 4.12 which individually or in the aggregate result in liability of Default the Company or any Commonly Controlled Entity in excess of $4,600,000; or the present value of all accrued benefits under each Single Employer Plan (based on the reasonable assumptions used by the independent actuary for such Plan for purposes of establishing the minimum funding requirements under Section 412 of the Code), as of the last annual valuation date, exceed the value of the assets of such plan allocable to such accrued benefits, individually or in the aggregate for all Single Employer Plans with respect to which the value of the assets exceed the present value of the accrued benefits, by more than $4,600,000; or (l) One or more judgments or decrees shall be en- tered against the Company or any of its Subsidiaries involving in the aggregate a liability (not paid or fully covered by in- surance) of $500,000 or more in the case of the Company or any of its Subsidiaries and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) Any Subsidiary Guaranty or any Security Document shall cease, for any reason, to be in full force and effect or the Company or any of its Subsidiaries, as the case may be, party thereto shall so assert in writing, or (ii) any Security Document shall cease to be effective to grant a per- fected Lien on the collateral described therein with the prior- ity purported to be created thereby (other than as a result of any action or inaction on the part of the Obligee or their agents or bailees or other than with respect to Collateral hav- ing an aggregate value of $100,000 or less); or (n) Other than the Obligee or any Affiliate of the Obligee and any Person acting in concert with the Obligee or any Affiliate of the Obligee, any Person that is not a transferee of the Obligee or of any Affiliate of the Obligee or two or more such Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of 30% or more of the outstanding Capital Stock of the Company, or fewer than three members of the Board of Directors of the Company shall be a designee of the Obligee, other than as a result of the Obligee's failure to nominate a successor to a designee who has resigned or been removed for cause; or (o) Any event or change shall occur that has caused or evidences, either in any case or in the aggregate, a Mate- rial Adverse Effect; or (p) The Total Unsecured Claims shall exceed $1.5 Billion; or (q) The Company or Special Subsidiary shall default in the observance or performance of any agreement contained in Section 3.7; then, and in any such event: (A) if such event is an Event of Default specified in clause (di), (ii), (iv), (v) or (vi) of Section 8.1(i) above), automatically the Lender may by written notice to entire amount of the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note Secured Instrument and all other amounts owing hereunder to beunder this Agreement and the Secured Instrument shall immediately become due and payable in full, which amount shall accrue interest or dividends, as applicable, at the Default Rate as well before as after judgment, and the Loans Obligee and the Note Collateral Agent shall have all rights and such other amounts shall thereupon and to that extent become, due and payable remedies given to the Lender. During Obligee and Collateral Agent pursuant to the continuance Security Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall be cumulative and non- exclusive, to the extent permitted by law; and (B) if such event is any other Event of Default specified in clause (d) aboveDefault, automatically and without any the Obligee may, by notice of default to the BorrowerCompany, declare the principal of, and accrued interest on, entire amount of the Loans and the Note Secured Instrument and all other amounts payable hereunder shall owing under this Agreement and the Secured Instrument to be due and payable in full, which amount shall accrue interest or dividends, as applicable, at the Default Rate as well before as after judg- ment, and the Obligee and Collateral Agent shall have all rights and remedies given to the Lender Obligee and Collateral Agent pursuant to the Commitment Security Documents and all rights of a secured party, mortgagee and pledgee under applicable law, all of which rights and remedies shall terminatebe cumulative and non-exclusive, to the extent permitted by law.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan 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 otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) business days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) 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 (5) business days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other document required to be delivered pursuant hereto or thereto, shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.12 or in Article VI or in Article VII of this Agreement; provided any default under Section 7.01 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and/or Term A Commitments, until the date on which any Revolving Loans or Term A Loans have occurred been accelerated, and be continuing the Revolving Commitments or Term A Commitments have been terminated, in each case, by the Required TLA Lenders or Required Revolving Lenders, as applicable; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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; provided, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of Commitments or acceleration of the Loans pursuant to this Section 8.01; (g) an involuntary proceeding, corporate action, legal proceeding or other procedure or step shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the Note appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization, bankruptcy, administration, winding up, deregistration, suspension of payments or other relief under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator, administrator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid when in full within any applicable period for payment) and as due there is a period of sixty (whether at maturity, 60) consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $40,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement or (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (iii) as a result of the NoteCollateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (bm) any payment material provision of interest on the Loans this Agreement or the Note any other Loan Document shall not for any reason cease to be paid when in full force and effect except as due (whether at maturityexpressly permitted hereunder or thereunder, by reason or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of acceleration or otherwise) and any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in either which case seeking relief under any Bankruptcy Lawprincipal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable Law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA Lenders or Required Revolving Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders or Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Letters of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCredit.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred occur and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): continuing: (a) the failure of Borrower to pay when due any payment of principal of the Loans or the sums payable under this Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; continuation of such failure for more than ten (10) days after written notice to Borrower from Lender requesting that Borrower cure such failure; (b) any payment the failure of interest on the Loans or Borrower to perform material non-monetary obligations under the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and/or Credit Documents and the Notecontinuation of such failure for more than thirty (30) days after written notice to Borrower from Lender requesting that Borrower cure such failure; provided, and however, that the time for Borrower to perform the such default is not cured non-monetary obligations shall be extended to ninety (90) days if Borrower commences the cure of the purported failure within two days; thirty (30) days of receipt of the written notice from Lender; or (c) the Borrower shall default in the performance or observance filing of any other term, covenant petition by or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary casecommencement of any proceedings for the relief or readjustment of any indebtedness of the Borrower, in either case seeking relief through reorganization, composition, extension or otherwise, under any Bankruptcy Lawlaw relating to bankruptcy, in each case as now insolvency or hereafter in effectreorganization or relief of debtors, or the taking of any action by the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like authorize any of the foregoing (provided that in the case of any petition or proceeding against Borrower filed or initiated by a party other than Borrower, only if such petition or proceeding remains undismissed, undischarged or unbonded for a period of ninety (90) days); then the Lender may declare this Note, all or interest hereon, and any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inabilityand all other amounts payable hereunder, to pay, or generally not be paying, its debts as they become due; then during immediately due and payable (but the continuance same shall occur and be automatic upon the occurrence of any Event of Default (other than any Event of Default specified in under clause (d) abovec), the Lender may by written notice to the Borrower declarewhereupon this Note, in whole or from time to time in part, the principal of, and accrued all such interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon become and to that extent become, be immediately due and payable to the Lender. During the continuance payable, all without presentment, protest, demand or notice of any Event kind, all of Default specified in clause (d) above, automatically and without any notice to which are expressly waived by the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any of the following events (each, an “Event herein called "Events of Default”") shall have occurred and be continuing (whatever the reason for any reason whatsoever (such Event of Default and whether it shall be voluntary or involuntary, arising involuntary or effected by operation of law or otherwiseotherwise and such Event of Default shall be deemed to be continuing until waived by the Purchaser in accordance with the terms hereof): (a) the Company shall default in the due and punctual payment or prepayment of all or any payment part of the principal of the Loans or the any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any Credit Party shall default in the due and punctual payment or prepayment of any interest or fees on the Loans any Note or the Note shall not be paid any other Obligations (other than principal of any Note) when and as such interest, fees or other Obligations, shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two shall continue for a period of five days; (c) the Borrower any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained in Section 10 of this Agreement; (d) any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained in this Agreement (other termthan those referred to in any subsection of this Section 11.1 other than this subsection (d)), covenant or agreement any Credit Party shall default in the performance or observance of any of the covenants, agreements or conditions contained hereinin any of the other Note Documents, and such default shall continue without cure for a period of 30 days after receipt days; (i) any Credit Party shall fail to pay any principal of, premium or interest on or any other amount payable in respect of written notice thereof from Indebtedness of such Person that is outstanding in a principal amount of at least $100,000 in the Lenderaggregate (excluding Indebtedness represented by the Notes) when the same becomes due and payable (whether at scheduled maturity, or by 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 Indebtedness; or (ii) any representation other event shall occur or warranty contained herein condition shall exist under any agreement or therein instrument relating to any such Indebtedness and shall at continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (whether or not such acceleration occurs); or (iii) any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding such Indebtedness shall be commenced against the Borrowerdeclared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or the Borrower an offer to prepay, redeem, purchase or defease such Indebtedness shall commence a voluntary case, in either case seeking relief under any Bankruptcy Lawbe required to be made, in each case as now prior to the stated maturity thereof; (f) any Credit Party shall (i) apply for or hereafter in effectconsent to the appointment of, or the Borrower shall apply fortaking of possession by, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyProperty, or the Borrower shall (ii) be generally unable to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or the Borrower shall failforeign equivalent thereof, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or the foreign equivalent thereof, (vii) admit in writing its inabilityinability to pay its debts generally as such debts become due, (viii) take any action under the laws of its jurisdiction of organization analogous to payany of the foregoing, or generally (ix) take any requisite action for the purpose of effecting any of the foregoing; (g) a proceeding or case shall be commenced, without the application or consent of any Credit Party in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding up of any Credit Party or composition or readjustment of the Indebtedness of any of them, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of any Credit Party or of all or any substantial part of the assets of any of them, or (iii) similar relief in respect of any Credit Party under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 30 days; or an order for relief shall be entered in an involuntary case under the Bankruptcy Code, against any Credit Party; or action under the laws of the jurisdiction of organization of any Credit Party analogous to any of the foregoing shall be taken with respect to any Credit Party and shall continue undismissed, or unstayed and in effect, for a period of 30 days; (h) final judgment for the payment of money shall be rendered by a court of competent jurisdiction against any Credit Party and such Credit Party shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, within 30 days from the date of entry thereof and within said period of 30 days, or such longer period during which execution of such judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, and such judgment together with all other such judgments shall exceed in the aggregate $125,000; (i) any representation, warranty or statement made by or on behalf of any Credit Party or any officer of any Credit Party in this Agreement, or any representation, warranty or statement made by or on behalf of such Credit Party or any officer of such Credit Party in any of the Transaction Documents or in any financial statement, Officer's Certificate or other instrument or document now or hereafter delivered pursuant to or in connection with any provision of this Agreement or the Transaction Documents, shall prove to be false or incorrect or breached in any material respect on the date as of which made; (j) any event or condition described in Section 4.19 hereof shall occur or exist and, as a result of such event or condition, together with all other such events or conditions, any Credit Party or any ERISA Affiliate shall incur, or in the opinion of the Purchaser is reasonably likely to incur, a liability of any kind under ERISA or otherwise that, in the opinion of the Purchaser, could have a Material Adverse Effect; (k) any provision of any of this Agreement, the Notes or the other Note Documents shall, for any reason, not be payingor shall cease to be in full force and effect, its debts or not be, or be asserted in writing by any Credit Party not to be, valid, binding and enforceable against any Person purported to be bound by it; (l) any of the Security Documents shall not give or shall cease to give the Purchaser the Liens and the rights, powers and privileges purported to be created thereby, including, without limitation, a valid, enforceable and perfected first priority security interest in, and Lien on, all of the Collateral subject thereto in favor of the Purchaser, superior and prior to the rights of all third Persons (except as they become dueotherwise expressly permitted by this Agreement or the Security Documents); then during or (m) any Change of Control shall occur; (i) upon the continuance occurrence of any Event of Default described in subsection (other than any Event of Default specified in clause f) or (d) aboveg), the Lender may unpaid principal amount of all Notes, together with the interest accrued thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder or under the other Note Documents shall automatically become immediately due and payable, and all obligations of the Purchaser to purchase Revolving Notes hereunder shall terminate, without presentment, demand, notice, declaration, protest or other requirements of any kind, all of which are hereby expressly waived, or (ii) upon the occurrence of any other Event of Default, the Purchaser may, by written notice to the Borrower declareCompany, in whole or from time to time in part, declare the unpaid principal of, and accrued interest on, the Loans and the Note and amount of all other amounts owing hereunder Notes to be, and the Loans and the Note and such other amounts same shall thereupon and to that extent forthwith become, immediately due and payable to payable, together with the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and interest accrued interest on, the Loans and the Note thereon and all fees, costs, expenses, indemnities and other amounts payable hereunder shall be due and payable or under the other Note Documents, and/or terminate all obligations of the Purchaser to the Lender and the Commitment shall terminatepurchase Revolving Notes hereunder, all without presentment, demand, notice, protest or other requirements of any kind, all of which are hereby expressly waived.

Events of Default Remedies. If any of the following events shall occur and be continuing: (eacha) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall be false or misleading in any material respect (or, with respect to any representations and warranties which are qualified by materiality or reference to Material Adverse Effect, in all respects) when made or deemed made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.1(l), 6.3, 6.5, 6.6 or 6.9, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans and Non-Recourse Indebtedness) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) 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 Contingent Obligations set forth in clause (i) 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 the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Contingent Obligation) to become payable; 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”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 for any reason whatsoever (whether voluntary with respect to Indebtedness or involuntary, arising Contingent Obligation the aggregate outstanding principal amount of which is $25,000,000 or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when mademore; or (di) the Borrower or any other Loan Party 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 case bankrupt or proceeding 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 (ii) there shall be commenced against the BorrowerBorrower or any other Loan Party 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 un-dismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party 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) the Borrower or any other Loan Party shall commence a voluntary case, take any action in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effectfurtherance of, or the Borrower shall apply for, indicating its consent to, approval of, or fail to contestacquiescence in, any of the appointment of a receiveracts set forth in clause (i), liquidator(ii), custodian, trustee or the like of (iii) above; or (v) the Borrower or for all any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) the Borrower or any part of its property, or the Borrower other Loan Party shall make a general assignment for the benefit of its creditors; or (g) (i) an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Plan, (iii) the PBGC shall institute proceedings to terminate any Plan(s), (iv) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed withdrawal liability (within the meaning of Part I of Subtitle E of Title IV of ERISA) to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such withdrawal liability or is not contesting such withdrawal liability in a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the aggregate a liability of more than $25,000,000, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release by any Loan Party, any of its Subsidiaries or any other Person of any Hazardous Substance into the environment, or (B) any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case of clause (A) or (B), could reasonably be expected to have a Material Adverse Effect; or (j) any of the Borrower Loan Documents (including the guarantee contained in Section 1 of the Guarantee Agreement) shall failcease, or admit in writing its inabilityfor any reason, to pay, be in full force and effect or generally not be paying, its debts as they become due; then during the continuance any Loan Party or any Affiliate of any Event Loan Party shall so assert (excluding release of Default any Guarantor from its guarantee in accordance with the Loan Documents); or (other than k) there shall occur any Change of Control of the Borrower; then, and in any such event, (A) if such event is an Event of Default specified in clause (di) above), the Lender may by written notice or (ii) of paragraph (f) above with respect to the Borrower declareBorrower, in whole or from time to time in part, automatically the principal of, Commitments shall immediately terminate and the Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts owing hereunder to beunder this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the Loans and following actions may be taken: (i) with the Note and such other amounts shall thereupon and to that extent becomeconsent of the Required Lenders, due and payable the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Lender. During Borrower declare the continuance Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of any Event the Required Lenders, the Administrative Agent may, or upon the request of Default specified in clause (d) abovethe Required Lenders, automatically and without any the Administrative Agent shall, by notice to the Borrower, declare the principal of, and Loans (with accrued interest on, the Loans and the Note thereon) and all other amounts payable hereunder owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to 103% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the Lender payment of drafts drawn under such Letters of Credit, and the Commitment unused portion thereof after all such Letters of Credit shall terminatehave expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to pay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second, to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied: (i) first, to repay outstanding ABR Loans and (ii) second to repay outstanding Term Benchmark Loans and, if applicable, RFR Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The order of priority set forth in this paragraph and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, and the Issuing Lenders as among themselves. The order of priority set forth in clause (i) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any of the following events (each, a) It shall be an “"Event of Default”" hereunder if (i) shall have occurred Sublessee fails to make any payment of Basic Monthly Rent or any Additional Rent when due or (ii) Sublessee breaches any of its covenants, obligations or undertakings hereunder (other than as described in clause (i)), or (iii) Sublessee breaches any of its covenants, obligations or undertakings under the Dealer Agreement or any other agreement, instrument, note or other document executed by Sublessee and be continuing delivered to Sublessor from time to time, and in any such event, such breach continues beyond any applicable grace or cure period specified in the Dealer Agreement or such other agreement, instrument, note or other document, or the Dealer Agreement is terminated for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderwhatsoever, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (div) a case or proceeding Sublessee shall be commenced against the Borrowerdissolved or shall become unable to pay its debts as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditorscreditors or shall file any voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking, consenting to, or the Borrower shall failacquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief, under any applicable law, statute, ordinance, order, decree, rule or regulation, or admit shall file an answer admitting or shall fail to deny the material allegation of a petition against it for any such relief; or (v) any proceeding against Sublessee of the type referred to in writing its inability, to payclause (iv) seeking any such relief shall be commenced, or generally not (vi) a trustee, receiver, or liquidator of Sublessee of all or any substantial part of its properties or assets shall be payingappointed with or without the consent or acquiescence of Sublessee, its debts or (vii) any default or event of default occurs under the Xxxxxxxxx as they become due; then during a result of Sublessee's act or omission (other than any of the continuance occurrences or events enumerated in clauses (i) through (vi) of this paragraph 6(a). (b) Upon the occurrence of any Event of Default (other than any Event of Default specified Default, Sublessor shall have all rights and remedies available to it at law or in clause (d) above), the Lender may by written notice equity and all rights and remedies available to the Borrower declareLandlord under the Xxxxxxxxx, in whole or from time including the right to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateterminate this Sublease.

Events of Default Remedies. If any Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” hereunder: (a) Maker shall fail to pay the principal of, premium, if any, or interest on this Note, or any payment amount of principal of the Loans any fee, or the Note shall not be paid any other indebtedness owing to Holder when and as the same shall become due (and payable, whether at maturity, the due date thereof or at a date fixed for prepayment thereof or by reason of acceleration thereof or otherwise) and in accordance with the terms of this Agreement and the Note;; or (b) any payment immediately upon the termination of interest on the Loans employment of Xxxxxxx Xxxxxx without Cause or for Good Reason (as such terms are defined in the Note shall not be paid when Employment Agreement by and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement between Xxxxxxx Xxxxxx and the NoteMaker, and such default is not cured within two days;dated as of the date hereof); or (c) the Borrower Maker and/or Guarantor shall default in the performance or observance of any other termadmit to Holdings its inability to pay its debts as they mature, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderfail generally to pay its debts as they become due, or shall make an assignment for the benefit of its or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeof its creditors; or (d) a case Proceedings in bankruptcy or proceeding for reorganization of Maker and/or Guarantor or for the readjustment, arrangement, composition or adjustment of any of Maker's or Guarantor's debts under the federal bankruptcy act, as amended, or any part thereof, or under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, (i) shall be commenced by Maker and/or Guarantor, or (ii) shall be commenced against the BorrowerMaker and/or Guarantor and shall not be discharged, vacated, dismissed, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effectstayed within forty-five (45) calendar days of their commencement, or Maker and/or Guarantor shall discontinue its business or materially change the Borrower nature of its business; or (e) A receiver, liquidator or trustee shall apply for, consent tobe appointed by Maker and/or Guarantor or by Maker and/or Guarantor for any substantial part of the assets of Maker or Guarantor, or fail to contestany proceedings shall be instituted by Maker and/or Guarantor for the dissolution or the full or partial liquidation of Maker and/or Guarantor, or Maker and/or Guarantor shall discontinue its business or materially change the appointment nature of its business; or (f) Guarantor shall revoke its Guaranty or the Guaranty is otherwise terminated for any reason whatsoever; or (g) In the event of a receiver, liquidator, custodian, trustee or the like Change of Control of the Borrower or for all or any part of its property, or Maker. Upon the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any Event of Default which is not cured in a period of seven (7) calendar days, Xxxxxx may declare all outstanding indebtedness hereunder to be forthwith due and payable, whereupon all indebtedness hereunder shall become and be forthwith due and payable, without presentment, demand, protest, or any other than notice of any Event kind, all of Default specified which are hereby expressly waived by Maker, anything contained herein or in clause (d) above), the Lender may by written notice any other Loan Document to the Borrower declarecontrary notwithstanding; provided, in whole or from time to time in parthowever, that upon the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified described in clause (d) aboveParagraphs 7(c), automatically and without any notice to the Borrower, the principal ofParagraph 7(d), and accrued interest onParagraph 7(e) herein, the Loans and the Note all outstanding indebtedness hereunder, including all interest, and all such other amounts payable hereunder under this Note and the other Loan Documents shall be become automatically due and payable payable, without presentment, demand, protest, or any other notice of any kind, all of which are hereby expressly waived by Maker, anything contained herein or in any Loan Document to the Lender contrary notwithstanding. The occurrence of an Event of Default under this Note shall constitute an event of default under or within the meaning of any other Loan Documents and vice versa, and shall also entitle Holder to initiate and pursue, in Xxxxxx's sole discretion exercised on one or more occasions, and all and any rights and remedies available to Holder hereunder and under any of the Commitment shall terminateother Loan Documents, without notice to Maker (except as otherwise provided in any Loan Document).

Events of Default Remedies. If any of the The following events (each, shall each constitute an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): " hereunder: (a) Debtor shall fail to pay any Obligation within 5 Business Days after Debtor's receipt of notice that timely payment of principal of the Loans or the Note shall has not be paid when and as due been received (whether at the stated maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; ); (b) any payment of interest on the Loans representation or the Note shall not be paid when and as due (whether at maturity, warranty made by reason of acceleration or otherwise) and Debtor in accordance with the terms of this Agreement and or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the Notetime when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraph 4(b) of Rider A; (d) Debtor shall fail to observe or perform any other covenant or condition contained in this Agreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure unremedied for a period of 30 days after receipt the earlier of written the date on which Debtor obtains knowledge of such failure or the date on which notice thereof from shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default in the Lenderpayment of, or other performance under, any representation obligation for payment or warranty contained herein lease (whether or therein shall at not capitalized) or any time prove guarantee (i) to have been incorrect CIT, any affiliate of CIT or misleading to Debtor's main bank, beyond the period of grace, if any, provided with respect thereto, or (ii) to any other Person beyond the period of grace, if any, provided with respect thereto, where such obligation or amount guaranteed is in any material respect when madeexcess of $1,000,000.00; or or (df) a case complaint in bankruptcy or proceeding shall be commenced against the Borrower, for arrangement or the Borrower shall commence a voluntary case, in either case seeking reorganization or for relief under any Bankruptcy Law, insolvency law is filed by or against Debtor (and when filed against Debtor is in each case as now effect for 60 days) or hereafter in effect, or the Borrower shall apply for, consent to, or fail Debtor admits its inability to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, pay its debts as they become due; then during the continuance of any mature. If an Event of Default shall occur, CIT may, by notice of default given to Debtor, do any one or more of the following: (other than any Event of Default specified in clause a) terminate the Commitment and/or (db) above)declare the Notes to be due and payable, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, whereupon the principal ofamount of the Notes, and together with accrued interest on, the Loans and the Note thereon and all other amounts owing hereunder to be, under this Agreement and the Loans and the Note and such other amounts Notes, shall thereupon and to that extent become, become immediately due and payable to without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the Lender. During the continuance case of any Event of Default specified in clause (df) aboveof the above paragraph, automatically and such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to it, whether under this Agreement, under any other instrument or agreement securing, evidencing or relating to the BorrowerObligations, under the Code, or otherwise available at law or in equity. Without limiting the generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, receive, appropriate and realize upon the Collateral or any part thereof, and sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, the principal ofCollateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and accrued interest onat such prices as it may deem best, for cash or on credit or for future delivery without the Loans assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the Note net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all other amounts payable hereunder of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or in part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT need not give more than 10 days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Debtor shall be due liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which CIT is entitled. Debtor agrees to pay all costs of CIT, including reasonable attorneys' fees, incurred with respect to collection of any of the Obligations and payable to enforcement of any of CIT's rights hereunder. To the Lender and the Commitment shall terminateextent permitted by law, Debtor hereby waives presentment, demand, protest or any notice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.

Events of Default Remedies. If any A. Any one or more of the following events (each, shall constitute an “Event of Default”) shall have occurred Default hereunder and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):under the documents related hereto: (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c1) the Borrower shall default in the performance payment of principal or observance interest payable to the Lender hereunder, under the Note or under any of the other Loan Documents, as and when due; (2) the Borrower shall default in the payment of any fees or other termamounts payable to the Lender hereunder, covenant under the Note or agreement contained hereinunder any of the other Loan Documents, and such default failure shall continue without cure for five (5) days after written notice to the Borrower of such failure; or (3) other than an Event of Default that is described in another provision of this Section 15(A), the Borrower shall fail to observe or perform any covenant, condition or agreement to be observed or performed by it under any of the Loan Documents for the applicable period of time that is set forth in such Loan Document with respect to such covenant, condition, or agreement (or, if no applicable period is set forth, for a period of 30 thirty (30) days after receipt of written notice thereof from notice, specifying such default and requesting that it be remedied, given to the Borrower by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration, or any representation or warranty contained herein or therein shall at any time prove for such longer period as may be reasonably necessary to have been incorrect or misleading in any material respect when maderemedy such default (other than defaults that can be cured by a money payment) provided that the Borrower is proceeding with reasonable diligence to remedy the same); or (d4) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence file a voluntary case, petition in either case seeking relief bankruptcy or for reorganization or for an arrangement pursuant to any present or future state or federal bankruptcy act or under any Bankruptcy Law, in each case as now similar federal or hereafter in effectstate law, or the Borrower shall apply for, consent tobe adjudicated a bankrupt or insolvent, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Borrower shall failpresent or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or admit in writing its inability, shall be unable to pay, or generally not be paying, pay its debts generally as they become due; then or if an order for relief under any present or future federal bankruptcy act or similar state or federal law shall be entered against the Borrower; or if a petition or answer requesting or proposing the entry of such order for relief or the adjudication of the Borrower as a debtor or a bankrupt or its reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within thirty (30) days after the filing thereof; or if a receiver, trustee or liquidator of the Borrower or of all or substantially all of the assets of the Borrower, of the Borrower Property or any part thereof, or of the Collateral or any part thereof, shall be appointed in any proceeding brought against the Borrower and shall not be discharged within thirty (30) days of such appointment; or if the Borrower shall consent to or acquiesce in such appointment; or if any property of the Borrower (including without limitation the estate or interest of the Borrower in the Borrower Property or any part thereof or in the Collateral or any part thereof) shall be levied upon or attached in any proceeding; or (5) a judgment or judgments for the payment of money shall be rendered or filed against the Borrower in excess of $50,000 individually and $100,000 at any one time outstanding, and the Borrower, within thirty (30) days thereafter and in any event prior to the execution thereof by the judgment creditor, shall not discharge the same, procure a stay of execution thereof, or appeal therefrom and cause the execution thereof to be stayed during such appeal; or (6) any representation or warranty made by the continuance Borrower herein or in any document related hereto shall prove to be untrue or misleading in any material respect, or any statement, certificate, or report furnished hereunder or under any of the foregoing documents by or on behalf of the Borrower shall prove to be untrue or misleading in any material respect on the date when the facts set forth and recited therein are stated or certified; or (7) the Borrower shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, or sell all or substantially all of its assets, without the prior written consent of the Lender; or (8) the Borrower shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due (other than any tax or tax deficiency that is being contested in good faith and by proper proceedings and for which the Borrower shall have set aside on its books adequate reserves therefor) or notice of any state or federal tax liens shall be filed or issued; or (9) any property of the Borrower shall be garnished, levied upon, or attached in any proceeding and such garnishment or attachment shall remain undischarged for a period of thirty (30) days during which execution has not been effectively stayed; or (10) an event of default occurs under the terms of any other Indebtedness of Borrower to the Lender whether any such Indebtedness is now existing or hereafter arises and whether direct or indirect, due or to become due, absolute or contingent, primary or secondary or joint or joint and several; or (11) the failure to preserve or cause to be preserved all of the Borrower’s rights and privileges with respect to the Borrower Property, including an Authorization for Expenditure, or the Collateral and the failure would have a Material Adverse Effect; or (12) any Loan Document, at any time, shall cease to be in full force and effect or shall be judicially declared null and void, or the validity or enforceability thereof shall be contested by the Borrower, or the Lender shall cease to have a valid and perfected security interest having the priority contemplated thereunder in the collateral described therein, other than by action or inaction of the Lender, and any of the foregoing shall remain unremedied for ten (10) days or more after receipt or notice thereof to the Borrower from the Lender; or (13) the occurrence of a Balance Sheet Available Cash Shortfall and the Borrower’s failure to remedy it within twenty (20) days from the date on which the Balance Sheet Available Cash Shortfall arose; or (14) any lien created under this Agreement or any other Loan Document ceases to be, or is not, a valid and perfected lien having a first priority interest, subject to Permitted Interests, or (15) in the Lender’s reasonable opinion, any other item that would have a Material Adverse Effect, but only after the Lender has given to the Borrower written notice, specifying the item and requesting that it be remedied, and the Borrower fails to remedy the item within twenty (20) days after the written notice. B. Upon the occurrence at any time of any Event of Default (other than Default, or at any Event of Default specified in clause (d) above)time thereafter, the Lender may by written notice to (i) terminate the Borrower declareRevolving Line, in whole or from time to time in part, and/or (ii) declare the unpaid principal balance of, and plus accrued interest on, the Loans and the Note and plus all other amounts due and owing hereunder to beunder, and the Loans and the Note and such other amounts shall thereupon and to that extent become, be immediately due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) abovepayable, automatically and without any upon contemporaneous notice to the Borrower, the principal of, and accrued interest on, the Loans and in which case the Note and all amounts due hereunder or any other amounts payable hereunder Loan Document shall be immediately due and payable payable. C. The Lender also may suspend or refuse to make advances under this Agreement and the Note if any Event of Default shall occur or if any event or condition shall occur or exist that, with the giving of notice, the passage of time, or both, would constitute an Event of Default. D. Upon the occurrence of an Event of Default, or at any time thereafter, the Lender may exercise any or all of its rights and remedies under the Loan Documents and the Commitment shall terminatedocuments related hereto or thereto, and under applicable law.

Events of Default Remedies. If (a) The following are events of default: (i) Customer’s failure to pay Lease Fees or any other amount due under this Agreement as required pursuant to Section 3.3. (ii) Customer’s failure to execute, acknowledge and return an estoppel certificate requested in accordance with Section 12.12(b) or any document requested in accordance with Section 12.13 within 10 days after Lessor gives notice of such request. (iii) Customer shall fail to vacate the following events Customer Area immediately upon termination of this Agreement, by lapse of time or otherwise; (each, an “Event iv) The leasehold interest of Default”) Customer shall have occurred and be continuing for any reason whatsoever (whether voluntary levied upon under execution or involuntary, arising or effected be attached by operation process of law or otherwise): (a) any payment of principal of Customer shall fail to contest diligently the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance validity of any other term, covenant lien or agreement contained hereinclaimed lien and give sufficient security to Lessor to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released, and such default shall continue without cure for a period of 30 ten days after receipt of written notice thereof from the Lenderto Customer; (v) Customer shall become insolvent, or any representation or warranty contained herein or therein shall have at any time prove a negative tangible net worth, admit in writing its inability to have been incorrect pay its debts generally as they become due, file a petition in bankruptcy or misleading a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in any material respect when made; or (d) a case fraud of creditors, apply for or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee receiver of itself or the like of the Borrower or for all whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the Borrower federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; (vi) A court of competent jurisdiction shall make enter an order, judgment or decree adjudicating Customer a general assignment for bankrupt, or appointing a receiver of Customer, or of the benefit whole or any substantial part of its creditorsproperty, without the consent of Customer, or approving a petition filed against Customer seeking reorganization or arrangement of Customer under the Borrower shall failbankruptcy laws of the United States, as now in effect or hereafter amended, or admit in writing its inabilityany state thereof, to payand such order, judgment or generally decree shall not be payingvacated or set aside or stayed within thirty (30) days from the date of entry thereof; (vii) Customer’s use of the Customer Area and/or the Data Center threatens the availability, its debts as they become due; then during resiliency and/or routine operations of the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declareData Center, in whole or from time Lessor’s sole discretion; or (viii) Customer’s failure to time in partperform any other obligation under this Lease, including without limitation the principal ofResponsibilities, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance within 15 days after notice of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatenonperformance.

Events of Default Remedies. If Should any of the following events occur (each, any such event being referred to as an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (ai) Default by Borrower in the payment of any obligation of Borrower under this Agreement or any of the other Loan Documents; (ii) default by Borrower of any agreement, promise or covenant of Borrower under Section 12.a(iii) or (vi) or 12.b; (iii) default by Borrower in the due performance or observance of any of the agreements, promises or covenants of Borrower under any of the Loan Documents, other than any such agreements, promises or covenants described in clause (i) or (ii) above, which default shall continue unremedied for ten or more days; (iv) any payment default or event of principal default by Borrower under any Ancillary Document; (v) any material representation or warranty of Borrower set forth in any of the Loans Loan Documents, or the Note in any certificate, instrument or statement delivered to Bank pursuant to any Loan Documents, shall not be paid untrue or incorrect in any material respect when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notemade; (bvi) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance payment when due (whether at stated maturity, by acceleration or observance otherwise) of $100,000 or more of any other Indebtedness for Borrowed Money; (vii) Borrower shall default in the observance or performance of any term, covenant or agreement contained hereinin any instrument governing or evidencing any Indebtedness for Borrowed Money, and such default shall continue without cure permit the holders of such Indebtedness for a period Borrower Money to declare immediately due and payable or otherwise accelerate Indebtedness for Borrowed Money in an aggregate amount exceeding $100,000; (viii) any Change of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein Control shall at any time prove to have been incorrect or misleading in any material respect when made; oroccur; (dix) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now become insolvent or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general an assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any (i) All/Any of the following events (eachEvents of Default as specified and listed in Clause 14 of the Application Form, shall constitute an “Event event of Default”) default herein and shall have occurred be read and be continuing understood as part and parcel of this Agreement and shall form integral part of this Agreement and same is not being repeated here for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation the sake of law or otherwise):brevity. (aii) In the event of occurrence of any payment event of principal of default, any default by the Loans Pledgor/Borrower(s) in duly repaying/ paying the Pledgor/Borrower(s) Dues or any part thereof and/ or failure in the Pledgor(s) and/ or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwisePledgor(s) and performing its obligations in accordance with the terms provisions of this the Agreement and the Note; (b) any payment of interest on Bank shall, without the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance requirement of any other term, covenant consent or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like concurrence of the Borrower or for Pledgor(s), be entitled to do all or any part of its property, or the Borrower shall make a general assignment for following: a. to recall the benefit of its creditors, or the Borrower shall fail, or admit loan/credit facility and in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)such an event, the Lender dues shall immediately become payable; b. invoke and enforce the pledge; c. Sell or otherwise dispose of all or any of the Pledged Gold Ornaments by public auction or private contract or in such manner, at such price and on such terms and subject to such conditions as the Bank may by written notice think fit. d. The Bank shall not in any way be liable for any loss or depreciation in value of the Pledged Gold Ornaments whilst in the possession of the Bank or in the course of sale, realisation or disposal or otherwise. e. Such invocation and sale of the Pledged Gold Ornaments shall be to the Borrower declare, in whole or from time to time in part, cost of the principal of, Pledgor/Borrower(s) and accrued interest on, the Loans any shortfall arising out of such invocation and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts sale shall thereupon and to that extent become, due and payable be made good to the Lender. During Bank by the continuance of any Event of Default specified in clause (dPledgor/Borrower(s) aboveat his/ its sole costs, automatically risks and without any notice responsibility. f. Sell the pledged gold ornaments to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateassayer.

Events of Default Remedies. If any 5.1. Each of the following events (each, constitutes an “Event of Default”) shall have occurred : 5.1.1. The Borrower fails to make due and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any punctual payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans Line of Credit or any other of its obligations due to the tender or any part thereof, when the same become due and payable, whether at maturity or otherwise; 5.1.2. if there shall exist final judgments against the Borrower aggregating in excess of Five Hundred Thousand Dollars ($500,000) and if any one of such judgments shall have been outstanding for any period of forty-five (45) days or more from the date of its entry and shall not have been discharged in full or stayed pending appeal; or 5.1.3. the Borrower shall: (i) become insolvent or take any action which constitutes its admission of inability to pay its debts as they mature; (ii) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or a trustee for it or a substantial portion of its assets; (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation or statute of any jurisdiction, whether now or hereafter in effect; (iv) have filed against it any such petition or application in which an order for relief is entered or which remains undismissed for a period of ninety (90) days or more; (v) indicate its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the Note shall not appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (vi) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more. 5.2. Upon the occurrence of any Event of Default, the Lender may declare its commitment to make the Advances under the Line of Credit to be paid when suspended and as due provide to the Borrower written notice of such default and request that the default be cured within ten (whether at maturity10) days following the date of such notice to the Borrower. Notwithstanding the provisions of Section 4 hereof, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and event such default is not cured within two days; the ten (c10) the Borrower shall default in the performance or observance of any other termday demand period, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declareterminate this Agreement and, in whole or from time to time in partaddition, may: 5.2.1. Declare the unpaid principal ofbalance, and accrued all interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note thereon and all other amounts payable under this Agreement immediately due and payable (in the event of demand hereunder all Surcharges shall be payable in cash). 5.2.2. Immediately, without expiration of any further period of grace, enforce payment of all obligations of the Borrower to the Lender under this Agreement and under agreements executed in connection herewith and may exercise any and all other remedies granted to the Lender at law, in equity or otherwise. 5.2.3. Exercise all of the Lender’s rights under the terms of any security agreement, assignment, trust deed, pledge or other lien document executed in connection herewith. 5.3. The Borrower agrees that after the exercise by the Lender of the remedies specified above, following an Event of Default, the obligations due hereunder shall accrue interest until paid at the rate of twenty percent (20%) per annum or the maximum amount permitted by law, whichever is less (the “Default Rate”). 5.4. On or after the occurrence of an Event of Default and the notice to the Borrower by the Lender of the Lender’s intention to declare the entire amount of outstanding principal and interest hereunder due and payable, the Borrower agrees to pay all expenses and fees including attorney’s fees and court costs incurred by the Lender in the collection of the obligations and/or incurred in any bankruptcy or insolvency proceeding or in any arbitration proceedings. These expenses shall be due and payable immediately. If the Borrower fails to make the Lender full payment of such fees and expenses within fifteen days following the Commitment date of demand therefore, such fees and expenses shall terminateaccrue interest until paid at the Default Rate.

Events of Default Remedies. If An Event of Default shall mean any one of the following events (each, an “whatever the reason for such Event of Default”) Default and whether it shall have occurred and be continuing for any reason whatsoever (whether voluntary effected voluntarily or involuntaryinvoluntarily, arising or effected by operation of law or otherwisepursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental body): (a) a Default by Borrower in the performance of any payment of principal of agreement contained in the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteLoan Documents; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance (i) apply for or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove consent to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidatortrustee, custodian, trustee custodian or the like liquidator of the Borrower or for all or any part of its property, or the Borrower shall (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the benefit of its creditors, (iv) be adjudicated a bankrupt or insolvent or be the Borrower shall failsubject of an order for relief under applicable bankruptcy law, or admit (v) file a voluntary petition in writing its inabilitybankruptcy, or a petition or an answer seeking an arrangement with creditors or to take advantage of any bankruptcy, insolvency, readjustment of debt or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; or (c) an order, judgment or decree shall be entered, without the application, approval or consent of Borrower, by any court of competent jurisdiction, approving a petition appointing a receiver, trustee, custodian or liquidator of all or a substantial part of the assets of Borrower, and such order, judgment or decree shall continue unstayed and in effect for a period of thirty (30) days. Upon the occurrence of an Event of Default, Lender may declare the then outstanding principal amount of the Loans (and all interest thereon) to be forthwith due and payable, whereupon such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. No right or remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other right or remedy, and every right and remedy shall, to paythe extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or generally otherwise, shall not be paying, its debts as they become due; then during prevent the continuance concurrent assertion or employment of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole appropriate right or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateremedy.

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (a) a. the Borrower shall fail to make the payment of any amount of any principal outstanding after the date such payment shall become due and payable hereunder; or b. the Borrower shall fail to make any payment of interest after the date such interest shall become due and payable hereunder; or c. any representation, warranty, covenant or certification made by the Borrower herein, in the Notes, any other Loan Document or in any certificate or financial statement shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or d. the Borrower or any of its subsidiaries shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness for borrowed money (the Loans "Indebtedness") (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness of all such persons is in excess of $100,000, whether such Indebtedness now exists or shall hereinafter be created, and such default entitles the Note holder thereof to declare such indebtedness to be due and payable, and such indebtedness has not been discharged in full or such acceleration has not been stayed, rescinded or annulled within twelve (12) business days of such acceleration, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 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 or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or e. A judgment or order for the payment of money shall be rendered against the Borrower or any subsidiary in excess of $100,000 in the aggregate (net of any applicable insurance coverage) for all such judgments or orders against all such persons (treating any deductibles, self insurance or retention as not so covered) that shall not be paid when discharged, and as due all such judgments and orders remain outstanding, and there shall be any period of thirty (whether at maturity30) consecutive days following entry of the judgment or order in excess of $100,000 or the judgment or order which causes the aggregate amount described above to exceed $100,000 during which a stay of enforcement of such judgment or order, by reason of acceleration a pending appeal or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note , shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;effect; or (c) f. the Borrower shall default in (i) apply for or consent to the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyproperty or assets, or the Borrower shall (ii) admit in writing its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (vi) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or g. a proceeding or case shall be commenced in respect of the Borrower or any of it's subsidiaries without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the Borrower shall faillike of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified case described in clause (d) abovei), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) consecutive days or any order for relief shall be entered in an involuntary case under the Lender may by written notice Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic) against the Borrower or any of its subsidiaries or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Borrower declareor any of its subsidiaries and shall continue undismissed, or unstayed and in whole or from time to time in parteffect for a period of thirty (30) consecutive days; or h. The occurrence of any event which has a Material Adverse Effect. THEN, the principal ofLenders may, at their election and without demand or notice of any kind, which are hereby waived, declare the unpaid balance of the Notes, and accrued interest onthereon, immediately due and payable, proceed to collect the Loans same, and the Note exercise any and all other amounts owing hereunder to berights, powers and remedies given it by this Agreement, the Notes and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified Loan Documents or otherwise at law or in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateequity.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note Loan shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement; (b) any payment of interest on the Loans or the Note Loan shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two daysBusiness Days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; (d) any default shall occur with respect to the payment of any recourse Indebtedness of the Borrower in an aggregate amount of $500,000 or more, and such default shall continue for more than the applicable period of grace or cure, if any; or any such Indebtedness shall become due before its stated maturity by acceleration of the maturity thereof as a result of a default by the Borrower; (e) any material provision of this Agreement ceases to be a valid and binding obligation of the Borrower, or the Borrower shall so assert in any pleading filed in any court; or (df) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then then, during the continuance of any Event of Default (other than any Event of Default specified in clause (df) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note Loan and all other amounts owing hereunder to be, and the Loans and the Note Loan and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (df) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note Loan and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysfive Business Days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the BorrowerBorrower and shall continue undismissed and unstayed for a period of 60 or more days, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or an order for such relief shall be entered, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any such Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower Borrower, terminate the Facility and declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment Facility shall terminate.

Events of Default Remedies. If any one or more of the following events shall occur (each, "Events of Default" or an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the A. Borrower shall default in the performance due and punctual payment of principal or observance interest on the Line of Credit or any other termof its obligations due to Bank or any part thereof, covenant when the same become due and payable, whether at maturity or agreement contained hereinotherwise; or B. Borrower shall fail to pay any other of its debts or fail to perform or observe any other of the terms, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lenderprovisions, covenants, restrictions, agreements or obligations to be performed by it under this Agreement, or any under agreements or instruments given under this Agreement; or C. Any representation or warranty contained made in writing by or on behalf of Borrower or Guarantor herein or therein pursuant hereto or otherwise in any report, certificate or other instrument furnished in connection with this Agreement shall at any time prove to have been incorrect inaccurate or misleading incomplete in any material respect when on the date which it was made; or (d) a case D. Borrower or proceeding Guarantor shall be commenced against the Borrower, adjudicated bankrupt or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to payinsolvent, or generally not be paying, pay its debts as they become due, or make an assignment for the benefit of creditors; then during or Borrower shall apply for or consent to the continuance appointment of a custodian, receiver, trustee, or similar officer for it or for all or substantially all of its property. E. Guarantor shall fail to perform or observe any of the terms, provisions, covenants, restrictions, agreements or obligations to be performed by it under the Guaranty or take any THEN, Bank, upon the occurrence of any Event Event(s) of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may by written notice to the Borrower declareterminate this Agreement and, in whole addition, without presentment, demand, protest, or from time to time in partnotice of any kind, all of which are hereby expressly waived by Borrower: (a) declare the unpaid principal ofbalance, and accrued all interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note thereon and all other amounts payable hereunder shall be under this Agreement immediately due and payable payable. (b) immediately, without expiration of any further period of grace, enforce payment of all obligations of Borrower to Bank under this Agreement and under agreements executed in connection herewith and may exercise any and all other remedies granted to Bank at law, in equity or otherwise. (c) exercise all of Bank's rights under the Lender and the Commitment shall terminateterms of any security agreement, assignment, trust deed, pledge or other lien document executed in connection herewith.

Events of Default Remedies. If any 12.1 Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing ” for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation purposes of law or otherwise):this Agreement: (a) Except as otherwise provided herein, the failure of Municipality to punctually and properly perform any payment covenant, obligation or agreement contained in this Agreement or in any other document furnished by the Municipality to DOH in connection with the Project, and such failure shall continue and remain unremedied for a period of principal of thirty (30) days after written notice thereof, provided however, that if such failure has not been remedied in such time, the Loans or Commissioner may grant the Note shall not be paid when and Municipality such additional time as due (whether at maturityhe/she determines, by reason of acceleration or otherwise) in his/her sole discretion, in order to remedy such failure so long as the Municipality is diligently and in accordance with the terms of this Agreement and the Notegood faith pursuing such remedy; (b) The Municipality has made to the State any payment of interest material misrepresentation in its Application or in any supplement thereto or amendment thereof, or in this Agreement, any modification hereof or on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysrespect to any document furnished pursuant hereto; (c) The Municipality has not taken all proper steps necessary to the Borrower shall default in the performance or observance disposition of any other term, covenant pending litigation which could adversely affect the Project; (d) The Municipality has failed to comply with any provision of this Agreement; (e) The Municipality has abandoned or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from terminated the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeProject; or (f) The Municipality has filed, or has had filed against it, a petition of bankruptcy, insolvency or similar law, state or federal, or has filed any petition or answer consenting to or acquiescing in any such action, which petition shall not have been vacated within thirty (30) days; or has been adjudicated bankrupt or insolvent, under any present or future statute, law or regulation, state or federal, and such judgment or decree is not vacated or set aside within thirty (30) days. 12.2 Upon the happening of any one or more of the Events of Default, the Commissioner may, in her discretion, elect to do any or all of the following: (a) Terminate this Agreement; (b) Cause the State to withhold payment of requisitioned funds; (c) Require that all unexpended funds be returned to the State; (d) Declare the entire amount of the Grant to be immediately due and payable; (e) Pay any proper charge of the Project; or (f) Institute any action suit or other proceeding in law, in equity or otherwise which she deems necessary for the protection of the State’s interests. 12.3 In no event shall the making of any payment by the State on account of the Grant provided for herein constitute or be construed as a case waiver by the State of any breach of this Agreement or proceeding Event of Default which may then exist on the part of the Municipality, nor shall it impair or prejudice the exercise of any right or remedy available to the State with respect to such breach or default. 12.4 Neither failure nor delay on the part of the State in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right. No waiver of any provision of this Agreement shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit effective unless it is in writing its inabilityand signed by the Commissioner or his/her designee, and the same shall be effective only in the specific instance for which it is given. 12.5 The Municipality shall promptly give written notice to pay, or generally not be paying, its debts as they become due; then during the continuance State upon becoming aware of any Event of Default (under this Agreement. 12.6 In addition to the rights and remedies granted to the State hereunder, the State shall have all other than any rights and remedies granted to it by law in the event of breach or Event of Default specified in clause (d) above), by the Lender may by written notice to Municipality under the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance terms of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatethis Agreement.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) The following shall constitute Events of Default: (1) If Operator shall fail to keep, observe or perform any payment material covenant, agreement, term or provision of principal of the Loans this Agreement to be kept, observed or the Note performed by Operator, and such failure shall not be paid when and as due (whether at maturity, by reason to a refusal on the part of acceleration Lessee to approve the Proposed Annual Plan or otherwise) and in accordance with Lessee’s failure to timely provide funds requested pursuant to the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure for a period of 30 thirty (30) days after receipt of written notice specifying such failure given by Lessee to Operator, or if Operator due to any act or omission on the part of Operator and without the fault of Lessee, shall fail to maintain the Permits and such failure shall continue for a period of thirty (30) days after written notice specifying such failure given by Lessee to Operator; provided that if such failure is incapable of cure within such thirty (30) day period, then the cure period shall be extended for a period of ninety (90) days provided that Operator commenced the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion; (2) The failure of Operator to pay any amount to Lessee provided for herein for a period of five (5) days after written notice by Lessee of failure to pay such sum when payable; (3) The failure of Lessee to pay any amount to Operator provided for herein for a period of five (5) days after written notice by Operator of failure to pay such sum when payable. If any sum of money is not paid within five (5) days following the date same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Lessee, such sum shall bear interest at the Default Rate from the Lenderdate Operator advanced such sum on behalf of Lessee until the date Lessee actually pays such sum. If the failure to pay relates to the Management Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid; (4) The filing of a voluntary petition in suspension of payments, bankruptcy or insolvency by either Lessee or Operator or any representation entity which owns or warranty contained herein controls such party or therein shall at if any time prove to have been incorrect such party otherwise voluntarily avails itself of any federal or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment state laws for the benefit relief of its creditors, debtors or the Borrower shall fail, or admit admits in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during ; (5) The consent to an involuntary petition in bankruptcy or the failure to vacate within sixty (60) days from the date of entry thereof any order approving an involuntary petition by or against either Lessee or Operator; (6) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee or Operator a bankrupt or insolvent or appointing a judicial receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of one hundred twenty (120) consecutive days; (7) The failure of either Lessee or Operator to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of any Event such default for a period of Default thirty (other 30) days after written notice of such failure; (8) If because of any act or omission on the part of Operator, and without the fault of Lessee, either (i) the Franchise Agreement or (ii) any required license for the sale of alcoholic beverages at the Hotel, is at any time suspended, terminated or revoked for a period of more than any Event thirty (30) consecutive days, provided, however, if, at the end of Default specified in clause such thirty (d30) above)day period the cure has not been effectuated notwithstanding Operator’s diligent and continuous attempts to cure, then the cure period shall be extended for an additional period of sixty (60) days; (9) Failure by Operator to pay, when due, the Lender may accounts payable for the Hotel for which Lessee had previously reimbursed Operator; (10) If because of a default under the Mortgage not caused by written notice to the Borrower declare, in whole or from time to time in partdefault of Operator under this Agreement, the principal ofMortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (11) If Operator commits an act of fraud, criminal conduct, misappropriation of funds, dishonesty or willful misconduct in connection with the management and accrued interest on, operation of the Loans and Hotel. (b) Upon the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified in clause (d) aboveDefault, automatically and without any notice the non-defaulting party shall give to the Borrowerdefaulting party notice of its intention to terminate this Agreement after the expiration of a period of ten (10) days from such date of notice and, upon the expiration of such period, this Agreement shall terminate and expire. In the event such default is not cured, the principal of, and accrued interest on, non-defaulting party may terminate the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateAgreement without payment of any penalty or termination fees.

Events of Default Remedies. If All Obligations under this Agreement and the Note shall, at the option of the Lender, become due and payable without notice or demand, upon the happening of any one of the following specified events (eacheach a “Default,” and the occurrence of such, an “Event of Default”) by or with respect to Obligor (the “Accelerated Obligations”) and the Accelerated Obligations shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): bear interest at the Default Rate: (a) failure to pay any payment of principal of the Loans or the Note shall not be paid when and amount as due (whether at maturity, by reason of acceleration or otherwise) and set forth in accordance with the terms of this Agreement and and/or the Note; ; (b) failure or omission to perform, keep, or observe any payment of interest on the Loans other term, provision, condition, covenant or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and agreement contained in accordance with the terms of this Agreement and and/or under the Note, and such default is not cured within two ten (10) days after written notice of such default from the Lender pursuant to Section 12; provided, however, with respect to failure to maintain the Manufacturing Facility Equipment pursuant Section 7(j), such period shall be [***] days; ; (c) a material breach by the Borrower shall default in Obligor of the performance Purchase Agreement not cured within any applicable cure period, whether having occurred on or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeeffective date thereof; or (d) a case or proceeding shall be commenced against material breach by the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like Obligor of the Borrower Equity Investment Agreements, as defined in the Purchase Agreement, not cured within any applicable cure period, whether having occurred on or for all or any part after the effective date thereof; (e) the making of its property, or the Borrower shall make a general assignment for the benefit of its creditors; (f) the filing of any petition or the commencement of any proceeding for any relief under any bankruptcy or insolvency laws, or any laws relating to the Borrower shall failrelief of debtors; (g) suspension of the transaction of the Obligor’s usual business; or (9) a material breach by the Obligor of the Sublease not cured within any applicable cure period, whether having occurred on or after the effective date thereof, or admit in writing its inabilitycancellation, to payfor whatever reason, or generally not be paying, its debts as they become due; then during of the continuance of any Sublease. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender may by written notice exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Borrower declareObligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Lender, without demand of performance or other demand, presentment, protest, or notice of any kind (except any notice required by law referred to below) to or upon the Obligor or any other person or entity (all and each of which are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity or redemption in the Obligor, which right or equity is hereby waived or released. The Obligor further agrees, if an Event of Default shall have occurred and be continuing, at the Lender’s request, to assemble the Collateral and make it available to the Lender at places which the Lender shall reasonably select, whether at the Obligor’s premises or elsewhere. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or from time in part of the Obligations, in such order as the Lender may elect, and only after such application and after the payment by the Lender of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Code, shall the Lender be required to time in partaccount for the surplus, if any, to the Obligor. To the extent permitted by applicable law, the principal ofObligor waives all claims, damages and accrued interest ondemands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights hereunder, provided that such release shall not apply to any claim, damage or demand resulting directly from the Loans and the Note and all other amounts owing hereunder to begross negligence, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to actual willful misconduct or bad faith of the Lender. During If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least [***] days before such sale or other disposition. The Obligor shall remain liable for any deficiency if the continuance proceeds of any Event sale or other disposition of Default specified in clause (d) above, automatically and without any notice the Collateral are insufficient to pay the Borrower, the principal of, and accrued interest on, the Loans Obligations and the Note fees and all other amounts payable hereunder shall be due and payable to disbursements of any attorneys employed by the Lender and the Commitment shall terminateto collect such deficiency.

Events of Default Remedies. If In case any one or more of the following events, herein termed "events of default", shall happen: (a) the Shipowner fails to pay within three (3) Business Days of the date due any payment in respect of the Indebtedness hereby secured as provided herein; or (b) the statements in Article I shall prove to have been untrue when made in a material way; or (c) a default in the due and punctual observance and performance of any of the following events provisions of Sections 0, 0, 0, 0, 0(x), 00, 00, 00(x), (eachx), (x), (x) and (j), 16 or 17 of Article II hereof shall have occurred and be continuing; or (d) a breach or omission in the due and punctual observance of any of the other covenants and conditions herein required to be kept and performed by the Shipowner and such breach or omission shall continue for 30 days after the day the Shipowner first knew or should have known of such breach or omission; or (e) an “Event of Default”) Default shall have occurred and be continuing under the Credit Agreement; or (f) a payment default by the Borrower or any of its subsidiaries under any Interest Rate Protection Agreement or Other Hedging Agreement shall have occurred and be continuing; or (g) any notice shall have been issued by the government or any bureau, department, officer, board or agency thereof of the country of registry of the Vessel to the effect that the Vessel is subject to cancellation from such registry or the certificate of registry of the Vessel is subject to revocation or cancellation for any reason whatsoever whatsoever, and such notice shall not have been cancelled or annulled on or before seven (whether voluntary 7) Business Days (as defined in the Credit Agreement) prior to the date set forth in such notice for such cancellation or involuntary, arising or effected by operation of law or otherwise):revocation; or (ah) any payment the Vessel shall be cancelled from the country of principal registry of the Loans Vessel or the Note certificate of registry of the Vessel is revoked or cancelled for any reason whatsoever; then: the security constituted by this Deed and the Mortgage shall become immediately enforceable and that without limitation, the enforcement remedies specified can be exercised irrespective of whether or not the Mortgagee has exercised the right of acceleration under the Credit Agreement or any of the other Credit Documents and the Mortgagee shall have the right to: (i) Declare all the then unpaid Indebtedness hereby secured to be paid when due and as payable immediately, and upon such declaration, the same shall become and be immediately due (whether at maturityand payable provided, however, that no declaration shall be required if an event of default shall have occurred by reason of acceleration a default under Section 10.05 of the Credit Agreement, then and in such case, the Indebtedness hereby secured shall become immediately due and payable on the occurrence of such event of default without any notice or demand; (ii) Exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the provisions of the laws of the country of registry of the Vessel or of any other jurisdiction where the Vessel may be found; (iii) Bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Indebtedness hereby secured, and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise; (iv) Take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage and the Shipowner or other person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of the Vessel; (v) Without being responsible for loss or damage, the Mortgagee may hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to subsection (vi) next following, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given them to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner; (vi) Without being responsible for loss or damage, the Mortgagee may sell the Vessel upon such terms and conditions as to the Mortgagee shall seem best, free from any claim of or by the Shipowner, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address and to any other registered mortgagee, twenty (20) calendar days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in daily newspapers of general circulation published in the City of New York, State of New York; in the event that the Vessel shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any sale. The Shipowner agrees that any sale made in accordance with the terms of this Agreement and the Noteparagraph shall be deemed made in a commercially reasonable manner insofar as it is concerned; (bvii) any payment Require that all policies, contracts, certificates of interest on entry and other records relating to the Loans insurance with respect to the Vessel, including, but not limited to, those described in Article II, Section 13 hereof (the "Insurances") (including details of and correspondence concerning outstanding claims) be forthwith delivered to or to the Note shall not be paid when and as due (whether at maturity, by reason order of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two daysMortgagee; (cviii) Collect, recover, compromise and give a good discharge for any and all monies and claims for monies then outstanding or thereafter arising under the Borrower shall default Insurances or in respect of the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, earnings or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon requisition compensation and to that extent become, due and payable permit any brokers through whom collection or recovery is effected to charge the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateusual brokerage therefore.

Events of Default Remedies. If any 10.1. List of Events of Default Each of the following events (eachevents, unless and to the extent expressly excused under the terms of this Agreement, shall constitute an “Event of Default” of the defaulting party (“Defaulting Party”) shall have occurred and be continuing for any reason whatsoever ), the other Party being the non-defaulting party (whether voluntary or involuntary, arising or effected by operation of law or otherwise“Non-Defaulting Party”): (a) The failure of a Party to make any undisputed payment of principal of the Loans or the Note due hereunder and such failure shall not be paid when and as due continue for five (whether at maturity, by reason of acceleration or otherwise5) and in accordance with the terms of this Agreement and the Note;Business Days after written notice demanding such payment is received. (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any Any representation or warranty contained made by a Party herein or therein shall at in any time prove to have been incorrect certificate or other document delivered by such Party pursuant hereto was false or misleading in any material respect when made; or, unless such false or misleading representation or warranty is capable of being cured or remedied and (i) the representation and warranty is contained in Sections 11.1(a) and 11.2(a) hereof and such Party shall promptly commence and diligently pursue action to cause such representation and warranty to become true in all material respects within two (2) Business Days or (ii) as to any other representation or warranty such Party shall promptly commence and diligently pursue action to cause such representation or warranty to become true in all material respects and does so within thirty (30) days after notice thereof has been given to such Party by the other Party. (dc) In the event a case or proceeding Party shall be commenced against the Borrowercease doing business as a going concern, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case generally not pay its debts as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, they become due or admit in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during , shall file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the continuance present or any future federal bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in the appointment of any Event trustee, receiver, custodian or liquidator of Default (other than such Party or of all or any Event substantial part of Default specified its properties, or shall make an assignment for the benefit of creditors, or such Party shall take any corporate action to authorize or that is in clause contemplation of the actions set forth above in this Section 10.1(c). (d) above), In the Lender may by written notice to event that within thirty (30) days after the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance commencement of any Event proceeding against a Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other statute or Law, such proceeding shall not have been dismissed, or if, within thirty (30) days after the appointment without the consent or acquiescence of Default specified in clause such Party of any trustee, receiver, custodian or liquidator of such Party or of all or any substantial part of its properties, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (d30) abovedays after the expiration of any such stay, automatically and without any notice such appointment shall not have been vacated. (e) A Party fails to comply or cause compliance with the BorrowerSeller Performance Security or Buyer Performance Security, the principal ofas applicable, and accrued interest onrequirements of Article VIII, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.or

Events of Default Remedies. If any (a) With respect to each Transaction, each of the following events (each, clauses in this Section 14(a) shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) the applicable Seller fails to repurchase any payment of principal of Purchased Loan upon the Loans or applicable Repurchase Date; (ii) the Note shall not applicable Seller fails to cure a Margin Deficit requested to be paid when cured by Buyer in accordance with Section 4; (iii) Sellers fail to pay any Concentration Limit Amount in accordance with Section 3(o); (iv) a Purchase Price Amortization Amount exists and as due remains outstanding; (whether at maturity, by reason of acceleration or otherwisev) and the applicable Seller fails to pay any Extension Fee in accordance with the terms of this Agreement and the NoteFee Agreement; (bvi) an Act of Insolvency occurs with respect to QRS Seller, TRS Seller, Guarantor or Pledgor; (vii) QRS Seller, TRS Seller, Guarantor or Pledgor shall admit in writing its inability to, or its intention not to, perform any of its obligations hereunder or under any other agreement to which it is a party; (viii) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Loans, or (B) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans; (ix) the failure of either Seller to make any other payment of interest on the Loans or the Note shall not be paid when and as due (owing to Buyer which has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement, the Fee Agreement and the Note, and such default or any other Transaction Document which failure is not cured remedied within two days(2) Business Days; (cx) any governmental, regulatory, or self-regulatory authority shall have removed, restricted, suspended or terminated the Borrower rights, privileges, or operations of QRS Seller, TRS Seller or Guarantor, which, in each case, has a material impact on such Person’s ability to perform under the Transaction Documents; (xi) a Change of Control shall default have occurred without the prior written consent of Buyer; (xii) any representation made by QRS Seller, TRS Seller, Guarantor or Pledgor in the performance any Transaction Document shall have been incorrect or observance of untrue in any other term, covenant material respect when made or agreement contained herein, repeated or deemed to have been made or repeated and such default shall continue without cure incorrect or untrue representation exists and continues unremedied for a period ten (10) Business Days after the earlier of 30 days after receipt of written notice thereof from Buyer or either Seller’s actual knowledge of such incorrect or untrue representation (other than the Lenderrepresentations and warranties set forth in Section 10(i) made by the applicable Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, provided the applicable Seller did not have actual knowledge that it was materially incorrect or untrue at the time made, and so long as the applicable Seller repurchases the related Purchased Loan on an Early Repurchase Date no later than two (2) Business Days after knowledge of such incorrect or untrue representation and terminates the related Transaction); provided, however, if the circumstances which resulted in such representation being incorrect or untrue can be remedied and provided further that QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, is diligently working to remedy such circumstances, QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable, shall have an additional five (5) Business Days to pursue such remedy; (i) Guarantor breaches any of the payment obligations set forth in the Guaranty, (ii) Guarantor shall fail to observe any of the financial covenants set forth in Section 5 of the Guaranty, or (iii) Pledgor breaches any representation of the payment obligations set forth in the Pledge Agreement; (xiv) a final non-appealable judgment by any competent court in the United States of America for the payment of money in an amount greater than $250,000 (in the case of QRS Seller, TRS Seller or warranty contained herein Pledgor) or therein $20,000,000 (in the case of Guarantor) shall at any time prove to have been incorrect rendered against QRS Seller, TRS Seller, Guarantor or misleading Pledgor, and remained undischarged or unpaid for a period of thirty (30) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; (xv) QRS Seller, TRS Seller, Guarantor or Pledgor shall have (x) defaulted under any Indebtedness to which it is a party, which default (A) involves the failure to pay a principal amount in excess of $250,000 (in the case of QRS Seller, TRS Seller or Pledgor) or $20,000,000 (in the case of Guarantor), or (B) results in the acceleration of the maturity of such Indebtedness in excess of a principal amount of $250,000 (in the case of QRS Seller, TRS Seller or Pledgor) or $20,000,000 (in the case of Guarantor) by any other party to or beneficiary of such Indebtedness or (y) failed to perform any other material non-payment obligation under such Indebtedness with an asserted damages claim in excess of the limits referenced in clause (x) with respect to QRS Seller, TRS Seller, Guarantor or Pledgor, as applicable; provided, however, with respect to clause (y), that any such default, failure to perform or breach shall not constitute an Event of Default if QRS Seller, TRS Seller, Guarantor or Pledgor cures such default or failure to perform, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement; (xvi) either Seller fails to observe or perform in any material respect when madeany other obligation of such Seller under the Repurchase Documents or Purchased Loan Documents to which such Seller is a party, and such failure continues unremedied for five (5) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by such Seller; provided, however, in the case of any such failure to observe or perform any obligations that are susceptible to cure but cannot be cured within such five (5) Business Day period through the exercise of reasonable diligence, if such Seller commences such cure within the initial five (5) Business Day period and diligently prosecutes such cure, such five (5) Business Day cure period shall be extended to thirty (30) calendar days, and if at the end of such extended period, Buyer determines that such Seller has diligently prosecuted such cure and continues to diligently prosecute such cure, Buyer may extend the time to cure by up to an additional thirty (30) calendar days; or (dxvii) either Guarantor or Pledgor fails to observe or perform in any material respect any other obligation of Guarantor or Pledgor, as applicable, under the Transaction Documents to which Guarantor or Pledgor is a party, and such failure continues unremedied for five (5) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by Guarantor or Pledgor, as applicable; provided, however, in the case of any such failure to observe or proceeding perform any obligations that are susceptible to cure but cannot be cured within such five (5) Business Day period through the exercise of reasonable diligence, if Guarantor or Pledgor, as applicable, commences such cure within the initial five (5) Business Day period and diligently prosecutes such cure, such five (5) Business Day cure period shall be commenced against extended to thirty (30) calendar days, and if at the Borrowerend of such extended period, Buyer determines that Guarantor or Pledgor, as applicable, has diligently prosecuted such cure and continues to diligently prosecute such cure, Buyer may extend the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or time to cure by up to an additional thirty (30) calendar days. (b) After the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, each Seller hereby appoints Buyer as attorney-in-fact of such Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”), Buyer shall have the right to (A) declare the Availability Period End Date to have occurred, (B) to declare the Maturity Date to have occurred, and (C) to terminate this Agreement and any of the other Transaction Documents, as determined by Buyer. (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Section 14(b)(i): (A) Sellers’ obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the outstanding Purchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or the applicable Seller from time to time in part, the principal ofpursuant to Section 4 or Section 5 and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Section 14(b)(iii)); and (C) the Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence and during the continuance of an Event of Default, Buyer shall have the right to (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory, any or all of the Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a portion of any or all of the Purchased Loans, give Sellers credit for such Purchased Loans in an amount equal to the market value of such Purchased Loans as determined by Buyer in its sole good faith against the aggregate unpaid Repurchase Price for such Purchased Loans and the Note and all any other amounts owing hereunder by Sellers under the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to bethis Section 14(b)(iii) shall be applied in accordance with Section 5(f). (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Loans on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Loans may not be liquid. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or the Purchased Loans does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Loans, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Sellers shall be liable to Buyer, on a joint and several basis, for (A) the amount of all actual out-of-pocket expenses, including third party legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default, and (B) any other actual loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer QRS Seller and/or TRS Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans and the Note and against all of Sellers’ aggregate obligations to Buyer pursuant to this Agreement, whether or not such other amounts shall thereupon and obligations are then due, without prejudice to that extent become, due and payable Buyer’s right to recover any deficiency. (vii) Subject to the Lender. During notice and grace periods set forth herein, Buyer may exercise any or all of the continuance remedies available to Buyer immediately upon the occurrence of any an Event of Default specified in clause and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies which Buyer may have. (dviii) aboveBuyer may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and each Seller hereby expressly waives any defenses such Seller might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller also waives any defense such Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Loans, or from any other election of remedies. Each Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Upon the designation of any Accelerated Repurchase Date, Buyer may, without prior notice to either Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by either Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to either Seller. Buyer will give written notice to the Borrowerother party of any set off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in good faith estimate that obligation and set-off in respect of the principal ofestimate, and accrued interest on, subject to the Loans and relevant party accounting to the Note and all other amounts payable hereunder when the obligation is ascertained. Nothing in this Section 14(b)(ix) shall be due effective to create a charge or other security interest. This Section 14(b)(ix) shall be without prejudice and payable in addition to the Lender and the Commitment shall terminateany right of set-off, combination of accounts, Lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Events of Default Remedies. If (a) After the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. With respect to each Transaction, each of the following clauses (i) through (xv) shall be an Event of Default under this Agreement: (i) Seller fails to repurchase the Purchased Loans upon the applicable Repurchase Date; (ii) Seller fails to comply in all material respects with Section 4 hereof; (iii) an Act of Insolvency occurs with respect to Seller or Sponsor; (iv) Seller shall admit in writing to the Buyer its inability to, or its intention not to, perform any of its obligations hereunder; (v) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the following events Purchased Loans, or (eachB) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans; (vi) if an event occurs which would constitute (a) an Event of Default under the ISDA Master Agreement or (b) a Termination Event or an Additional Termination Event under the ISDA Master Agreement (and, in the case of this clause (b), Seller has failed to meet its obligation to pay the Early Termination Amount, if any, pursuant to the terms of Section 6 of such ISDA Master Agreement); (vii) failure of the Buyer to receive within one (1) Business Day after any Remittance Date the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer); (viii) failure of the Seller to make any other payment owing to the Buyer which has become due, whether by acceleration or otherwise under the terms of this Agreement which failure is not remedied within the applicable period (in the case of a failure pursuant to Section 4) or five (5) Business Days (in the case of any other such failure); (ix) any governmental, regulatory, or self-regulatory authority shall have removed, restricted, suspended or terminated the rights, privileges, or operations of Seller which has a material adverse effect on the financial condition or business operations of Seller; (x) a Change of Control shall have occurred; (xi) any representation made by Seller shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated (other than the representations and warranties set forth in Section 10(b)(viii) made by the Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, provided the Seller repurchases the related Purchased Loan on an Early Repurchase Date no later than five (5) Business Days after receiving notice of such incorrect or untrue representation and terminates the related Transaction; provided further Seller shall not have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made); (xii) the Sponsor shall fail to observe any of the financial covenants set forth in the Guaranty or shall have defaulted or failed to perform under the Guaranty in any material respect (after the expiration of any applicable grace, notice and/or cure periods); (xiii) a final non-appealable judgment by any competent court in the United States of America having jurisdiction over Seller for the payment of money in an amount greater than $100,000 (in the case of the Seller) or $2,500,000 (in the case of the Sponsor) shall have been rendered against Seller or the Sponsor, unless execution of such judgment is stayed by the posting of cash or a bond or other collateral acceptable to Buyer in the amount of the judgment; (xiv) Sponsor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A) involves the failure to pay a monetary obligation in excess of $2,500,000, or (B) permits the acceleration of the maturity of obligations in excess of $2,500,000 by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, swap agreement or other contract agreement or transaction; provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Sponsor cures such default, failure to perform or breach, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement; or (xv) if Seller shall breach or fail to perform any of the terms, covenants or obligations of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within fifteen (15) days after written notice thereof to Seller from the applicable party or its successors or assigns, provided, that if such breach or failure is of a nature that it cannot be cured within said fifteen (15) day period and Seller commences and diligently continues curing such breach or failure within such fifteen (15) day period, then Seller shall have an additional fifteen (15) days (i.e. thirty (30) days in total) to cure such breach or failure (each of (i) through (xv), an “Event of Default”). (b) If an Event of Default shall occur and be continuing, the following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in Section 14(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall have occurred be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and be continuing including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for any reason whatsoever such Transaction multiplied by (whether voluntary or involuntary, arising or effected y) the Repurchase Price for such Transaction (decreased by operation of law or otherwise): (aI) any payment of principal of amounts actually remitted to Buyer by the Loans Depository or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration Seller from time to time pursuant to Sections 4 or otherwise) and in accordance with the terms 5 of this Agreement and applied to such Repurchase Price, and (II) any amounts applied to the Note;Repurchase Price pursuant to Section 14(b)(iii) of this Agreement); and (bC) the Custodian shall, upon the request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Loans. (iii) Upon the occurrence of an Event of Default with respect to Seller, Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may reasonably deem satisfactory any payment or all of interest on the Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Loans, to give Seller credit for such Purchased Loans in an amount equal to the Note market value of such Purchased Loans as determined by Buyer in its sole discretion against the aggregate unpaid Repurchase Price for such Purchased Loans and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Loans effected pursuant to this Section 14(b)(iii) shall be applied, (v) first, to the actual, out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Seller’s default; (w) second, the amount, if any, payable by Seller in the event any Hedging Transactions related to such Purchased Loans are being terminated; (x) third, to the Repurchase Price; (y) fourth, to any other outstanding obligation of Seller to Buyer or its Affiliates pursuant to this Agreement; and (z) fifth, to pay the surplus, if any, to whoever may be lawfully entitled to receive such surplus. (iv) The parties recognize that it may not be paid when and as due (whether at maturitypossible to purchase or sell all of the Purchased Loans on a particular Business Day, by reason of acceleration or otherwise) and in accordance a transaction with the terms of this Agreement and the Notesame purchaser, and such default is not cured within two days; (c) the Borrower shall default or in the performance same manner because the market for such Purchased Loans may not be liquid. In view of the nature of the Purchased Loans, the parties agree that liquidation of a Transaction or observance of any other term, covenant the Purchased Loans does not require a public purchase or agreement contained herein, sale and such default that a good faith private purchase or sale shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove be deemed to have been incorrect or misleading made in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowercommercially reasonable manner. Accordingly, or the Borrower shall commence a voluntary caseBuyer may elect, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contestits sole discretion, the appointment time and manner of a receiverliquidating any Purchased Loans, liquidator, custodian, trustee or and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Loans on the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Seller shall be liable to Buyer for (A) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller, (B) all actual costs incurred in connection with the termination of Hedging Transactions, and (C) any other actual loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default with respect to Seller. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and Seller. Without limiting the generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Loans against all of Seller’s obligations to Buyer pursuant to this Agreement, whether or not such obligations are then due, without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the notice and grace periods set forth herein, Buyer may exercise any or all of the remedies available to Buyer immediately upon the occurrence of an Event of Default (other than with respect to Buyer) and at any Event time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of Default specified in clause any other rights or remedies which Buyer may have. (dviii) above)Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Loans, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Upon the designation of any Accelerated Repurchase Date, the Lender may Buyer may, without prior notice to the Seller, set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Seller to Buyer or any Affiliate of Buyer against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Buyer or any Affiliate of Buyer to Seller. Buyer will give written notice to the Borrower declareother party of any set off effected under this Section 14(b)(ix). If a sum or obligation is unascertained, Buyer may in whole or from time to time good faith estimate that obligation and set-off in partrespect of the estimate, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable subject to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice relevant party accounting to the Borrower, other when the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder obligation is ascertained. Nothing in this Section 14(b)(ix) shall be due effective to create a charge or other security interest. This Section 14(b)(ix) shall be without prejudice and payable in addition to the Lender and the Commitment shall terminateany right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan 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 otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of five (5) business days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) 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 (5) business days; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary herein or in any Loan Document, or in any report, certificate, financial statement or other document required to be delivered pursuant hereto or thereto, shall prove to have been materially inaccurate when made or deemed made; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (with respect to any Borrower), Section 5.12 or in Article VI or in Article VII of this Agreement; provided any default under Section 7.01 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and/or Term A Commitments, until the date on which any Revolving Loans or Term A Loans have occurred been accelerated, and be continuing the Revolving Commitments or Term A Commitments have been terminated, in each case, by the Required TLA Lenders or Required Revolving Lenders, as applicable; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of amount) in respect of any Material Indebtedness other than the Obligations, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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; provided, that any default under the SplitCo Facilities as a result of the failure to perform or observe any term, covenant or agreement contained under any financial covenant thereunder shall not constitute an Event of Default for purposes of any Term B Loans unless and until the applicable lenders thereunder have declared all such obligations under the applicable SplitCo Facilities to be immediately due and payable in accordance with the SplitCo Facilities and terminated the commitments thereunder; provided, further, that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; provided, further, that such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of Commitments or acceleration of the Loans pursuant to this Section 8.01; (g) an involuntary proceeding, corporate action, legal proceeding or other procedure or step shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization, bankruptcy, administration, winding up, deregistration or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) a distress, attachment, execution or the Note appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for sixty (60) consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding, corporate action, legal proceeding or other procedure or step or file any petition seeking liquidation (other than a solvent liquidation permitted by Section 6.03), reorganization, bankruptcy, administration, winding up, deregistration, suspension of payments or other relief under any Federal, state or other applicable bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, administrative recovery compulsory manager, sequestrator, conservator, administrator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof (to the extent not paid when in full within any applicable period for payment) and as due there is a period of sixty (whether at maturity, 60) consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) an ERISA Event shall have occurred if such ERISA Event could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $40,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) to the extent that perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or the Security Agreement or (ii) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (iii) as a result of the NoteCollateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iv) if such loss of an enforceable or perfected security interest, as applicable, may be remedied by the filing of appropriate documentation without the loss of priority; (bm) any payment material provision of interest on the Loans this Agreement or the Note any other Loan Document shall not for any reason cease to be paid when in full force and effect except as due (whether at maturityexpressly permitted hereunder or thereunder, by reason or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of acceleration or otherwise) and any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in either which case seeking relief under any Bankruptcy Lawprincipal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable Law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA Lenders or Required Revolving Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders or Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance Letters of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateCredit.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”” under this Agreement: (i) Seller shall have occurred fail to repurchase any Purchased Asset on the applicable Repurchase Date; (A) Buyer shall fail to receive any amounts when due in accordance with Article 5 of this Agreement (including, without limitation, accrued and be continuing for unpaid Price Differential and Principal Payments), or (B) Seller shall fail to make any reason whatsoever payments or apply any Income when due in accordance with Article 5 of this Agreement; (whether voluntary iii) Seller shall fail to cure any Margin Deficit in accordance with Article 4 of this Agreement; (iv) Seller, Pledgor or involuntary, arising or effected by operation of law or otherwise):Guarantor shall fail to make any payment not otherwise addressed under this Article 13 (a) any payment of principal of the Loans or the Note shall not be paid when and as due (owing to Buyer that has become due, whether at maturity, by reason of acceleration or otherwise) and in accordance with otherwise under the terms of this Agreement or the terms of the Pledge and Security Agreement, or the NoteGuarantee Agreement, the Fee Letter or any other Transaction Document, which failure is not remedied within three (3) Business Days of written notice thereof by Buyer to Seller; (bv) Seller shall (i) except as set forth in the following clause (ii), default in the observance or performance of its obligation in any payment agreement contained in Article 10 of interest on this Agreement, or (ii) default in the Loans observance or the Note shall not be paid when and as due (whether at maturityperformance of its obligation in any agreement contained in Articles 10(d), by reason of acceleration 10(j), 10(h) or otherwise10(k) and in accordance with the terms of this Agreement and the Noteand, and if such default is capable of being cured, such default is not cured within two daysten (10) days after the earlier of obtaining notice or Knowledge of any such occurrence; (cvi) an Act of Insolvency occurs with respect to Seller, Pledgor or Guarantor; (vii) a Change of Control shall have occurred; (viii) an officer of Seller, Pledgor or Guarantor shall admit to any Person in writing its inability to, or its intention not to, perform any of its obligations hereunder; (ix) the Borrower shall default in Custodial Agreement, the performance Depository Agreement, the Pledge and Security Agreement, the Guarantee Agreement, the Servicing Agreement, the Fee Letter or observance of any other term, covenant Transaction Document shall for whatever reason be terminated (except with Buyer’s prior written consent) or agreement contained herein, cease to be in full force and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower enforceability thereof shall apply forbe contested by Seller, consent Pledgor or Guarantor; (x) Seller or Guarantor shall be in default beyond all applicable notice and cure periods under (A) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $250,000, with respect to Seller or $5,000,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Seller or $5,000,000, with respect to Guarantor; or (B) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $250,000, with respect to Seller or $5,000,000, with respect to Guarantor; (xi) Seller or Guarantor or any of their present or future Affiliates shall be in default under any repurchase facility, loan facility or hedging transaction entered into by Seller or Guarantor or any of their present or future Affiliates, as applicable, to Buyer or any of its present or future Affiliates, which default (A) involves the failure to pay a matured obligation, or (B) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such repurchase facility, loan facility or hedging transaction; (xii) (A) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA), the reporting of which has not been waived by regulations, shall occur with respect to, or fail proceedings shall commence to contesthave a trustee appointed, the or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event (as so defined) or commencement of proceedings or appointment of a receivertrustee is, liquidatorin the reasonable opinion of Buyer, custodianlikely to result in the termination of such Plan for purposes of Title IV of ERISA, trustee or the like (D) any Plan shall terminate for purposes of the Borrower or for all Title IV of ERISA, (E) Seller or any part ERISA Affiliate shall, or in the reasonable opinion of its propertyBuyer is likely to, incur any liability in connection with a withdrawal from, or the Borrower insolvency or reorganization of, a Multiemployer Plan or (F) any other event or condition shall make occur or exist with respect to a general assignment Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xiii) either (A) the Transaction Documents shall for the benefit of its creditorsany reason not cause, or shall cease to cause, Buyer to be the Borrower shall failowner free of any adverse claim of any of the Purchased Assets, and such condition is not cured by Seller within five (5) Business Days after notice thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof, or admit in writing its inability, to pay, or generally not be paying, its debts (B) if a Transaction is recharacterized as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to bea secured financing, and the Loans Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Note Purchased Assets and such other amounts condition is not cured by Seller within five (5) Business Days after notice thereof from Buyer to Seller or after Seller otherwise has Knowledge thereof; (xiv) any governmental, regulatory, or self-regulatory authority shall thereupon and have taken any action to that extent becomeremove, due and payable to limit, restrict, suspend or terminate the Lender. During rights, privileges, or operations of Seller, Pledgor or Guarantor, which suspension or termination has a Material Adverse Effect in the continuance determination of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Buyer;

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default under this Note: (a) any the Company defaults in the due and punctual payment of all or any part of the principal of the Loans or the this Note shall not be paid when and as the same shall become due (and payable, whether at maturitythe stated maturity thereof, by reason notice of acceleration or demand for prepayment, or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any the Company defaults in the due and punctual payment of any interest on the Loans or the this Note shall not be paid when and as such interest shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, payable and such default is not cured within two shall have continued for a period of five consecutive days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower Company shall commence a voluntary casecase or other proceeding seeking liquidation, in either case seeking reorganization or other relief with respect to itself or its debts under any Bankruptcy Lawbankruptcy, in each case as insolvency or other similar law now or hereafter in effect, effect or the Borrower shall apply for, consent to, or fail to contest, seeking the appointment of a trustee, receiver, liquidator, custodian, trustee custodian or other similar official for the like of the Borrower or for all Company or any substantial part of its propertyassets, or shall consent to any such relief or to the Borrower appointment or taking possession by any such official in any involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, fail generally to pay, or generally not be paying, pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; then during and (d) an involuntary case or other proceeding shall be commenced against the continuance Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for the Company or any Event substantial part of Default (its assets, and such involuntary case or other than any proceeding shall remain undismissed and unstayed for a period of 30 consecutive days. If an Event of Default specified in clause clauses (c) and (d) above)of this Section 2 shall occur, this Note shall automatically become immediately due and payable together with interest accrued thereon, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If an Event of Default other than those specified in clauses (c) and (d) shall occur, the Lender holder of this Note may exercise any right, power or remedy permitted to such holder by written notice to the Borrower declareapplicable law, and shall have, in whole or from time to time in partparticular, without limiting the generality of the foregoing, the right to declare the entire unpaid principal of, and interest accrued interest on, the Loans and the this Note and all other amounts owing hereunder then outstanding to be, and the Loans this Note shall thereupon become, forthwith due and payable, without any presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived, and the Note and such other amounts Company shall thereupon and to that extent become, due and payable forthwith pay to the Lender. During holder of this Note the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the entire unpaid principal of, and interest accrued interest on, this Note. No course of dealing on the Loans part of the holder of this Note nor any delay or failure on the part of the holder of this Note to exercise any rights shall operate as a waiver of such right or otherwise prejudice the holder's rights, powers and remedies. If the Note and all other Company fails to comply with any provision of this Note, the Company shall pay to the holder, to the extent permitted by applicable law, such further amounts payable hereunder as shall be sufficient to cover the costs and expenses, including but not limited to reasonable attorneys' fees, incurred by the holder in collecting any sums due and payable on this Note or in otherwise assessing, analyzing or enforcing any rights or remedies that are or may be available to the Lender and the Commitment shall terminateholder.

Events of Default Remedies. (a) If any of the following events (eacheach an "EVENT OF DEFAULT") shall occur and be continuing: (i) if the principal of or any interest on any Note is not paid in full punctually when due and payable, an “(ii) if the Borrower or any Guarantor fails or omits to perform and observe any agreement or other provision contained or referred to in this Agreement or any Financing Agreement that is on the Borrower's or such Guarantor's part, as the case may be, to be complied with, and that default is not fully corrected within thirty (30) days after the giving of written notice thereof to the Borrower by the Lender that the specified default is to be remedied, (iii) if any representation, warranty or statement made in or pursuant to this Agreement or any Financing Agreement or any other material information furnished by the Borrower or any Guarantor to the Lender or any other holder of any Note, proves false or erroneous in any material respect, or (iv) if any "Event of Default”" (as such term in defined in the Congress Agreement) shall have occurred and be continuing for then, in the case of any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event Events of Default specified in clause (d) above), the Lender may may, by written notice to the Borrower, declare the Loan and other indebtedness hereunder to become immediately due and payable, together with accrued interest and any other charges, without presentment, demand, protest, or other notice, all of which are hereby expressly waived, except that if an Event of Default described in Section 10.1(f), 10.1(g) or 10.1(h) of the Congress Agreement shall occur, such indebtedness shall automatically become due and payable, without presentment, demand, protest or other notice, all of which are hereby expressly waived. (b) At any time an Event of Default has occurred and is continuing, the Lender shall have all rights and remedies provided in this Agreement, the other Financing Agreements, the U.C.C. and other applicable law, all of which rights and remedies may be exercised without notice to or consent by the Borrower declareor any Guarantor, except as such notice or consent is expressly provided for hereunder or required by applicable law. All rights, remedies and powers granted to the Lender hereunder, under any of the other Financing Agreements, the U.C.C. or under other applicable law are cumulative, not exclusive, and enforceable, in the Lender's discretion, alternatively, successively or concurrently on any one or more occasions, and shall include, without limitation, the right to apply to a court of equity for an injunction to restrain a breach or threatened breach by the Borrower of this Agreement or any of the other Financing Agreements. The Lender may proceed directly against the Borrower or any Guarantor without prior recourse to the Collateral. (c) Without limiting the foregoing, at any time an Event of Default has occurred and is continuing, the Lender may, in its discretion, (i) with or without judicial process or the aid or assistance of others, enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral, (ii) require the Borrower or any Guarantor, at the Borrower's expense, to assemble and make available to the Lender any part or all of the Collateral at any place and time designated by the Lender, (iii) collect, foreclose, receive, appropriate, set off and realize upon any and all of the Collateral, (iv) remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose and/or (v) sell, lease, transfer, assign, deliver or otherwise dispose of any and all of the Collateral (including entering into contracts with respect thereto, public or private sales at any exchange, broker's board, at any office of the Lender or elsewhere) at such prices or terms as the Lender may deem reasonable, for cash, upon credit or for future delivery, with the Lender having the right to purchase the whole or any part of the Collateral at any such public sale, all of the foregoing being free from any right or equity of redemption of the Borrower or any Guarantor, which right or equity of redemption is hereby expressly waived and released by the Borrower and each Guarantor. If any of the Collateral is sold or leased by the Lender upon credit terms or for future delivery, the Obligations shall not be reduced as a result thereof until payment therefor is finally collected by the Lender. If notice of disposition of Collateral is required by law, ten (10) days' prior notice by the Lender to the Borrower designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made, shall be deemed to be reasonable notice thereof and the Borrower and each Guarantor waive any other notice. In the event the Lender institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgement remedy, the Borrower and each Guarantor waives the posting of any bond which might otherwise be required. (d) For the purpose of enabling the Lender to exercise the rights and remedies hereunder, the Borrower and each Guarantor hereby grants to the Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable at any time any Event of Default shall have occurred and for so long as the same is continuing) without payment of royalty or other compensation to the Borrower or any Guarantor, to use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other intellectual property and general intangibles now owned or hereafter acquired by the Borrower or any Guarantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof; provided that such license shall terminate on the date that the Lender has received final and indefeasible payment and satisfaction in full of all of the Obligations. (e) The Lender may apply the cash proceeds of Collateral actually received by the Lender from any sale, lease, foreclosure or other disposition of the Collateral to payment of the Obligations, in whole or from time to time in partpart in such order as the Lender may elect, the principal of, and accrued interest on, the Loans whether or not then due. The Borrower and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts Guarantors shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable remain liable to the Lender for the payment of any deficiency with interest at the highest rate provided for herein and the Commitment shall terminateall costs and expense of collection and enforcement, including outside counsel's reasonable fees and expenses.

Events of Default Remedies. 13.1. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Tenant shall default in the payment of Annual Rent or Additional Rent on the date provided for in this Lease, and if such default shall continue for a period of five (5) days after the date when due; or in the event that Tenant shall default or fail in the performance or observance of any other term, a covenant or agreement contained hereinon its part to be performed in this Lease (other than the payment of Rent), and such default shall continue without cure not have been cured for a period of 30 thirty (30) days after receipt by Tenant of written notice thereof of said default from the LenderLandlord, or any representation if such default cannot, with due diligence, be cured within thirty (30) days, and Tenant shall not have commenced the remedying thereof within such period or warranty contained herein shall not be proceeding with due diligence; or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerif Tenant becomes insolvent, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit admits in writing its inability, the inability to pay, or generally not be paying, pay its debts as they become due, is adjudged bankrupt (by way of voluntary or involuntary petition) under the Federal Bankruptcy Act or any Federal insolvency proceedings as now in effect or hereafter amended, seeks reorganization or similar arrangement or relief under the Federal Bankruptcy Act or any Federal insolvency proceedings, or makes and assignment for the benefit of creditors, or if a receiver or trustee is appointed in connection with any of the foregoing or similar proceedings; then during or if there shall occur a dissolution of liquidation, or commencement of an action for dissolution or liquidation of the continuance Tenant which is not vacated or stayed within one hundred twenty (120) days after the commencement of such action, then, and in any Event of Default (other than such case, Landlord, at any Event of Default specified in clause (d) above)time thereafter, the Lender may by give written notice to the Borrower declareTenant, specifying such event of default stating that this Lease shall expire on the date specified in whole such notice which shall be at least thirty (30) days after the giving of such notice and upon the date specified in such notice, this Lease and all rights of the Tenant hereunder shall terminate, title to the improvements shall vest in Landlord but Tenant shall remain liable as hereafter provided. Upon the expiration of this Lease in the manner above set forth or from by summary proceedings or by any other appropriate legal action or proceedings, Landlord may, without further notice, re-enter the Demised Premises and dispossess Tenant or any person or persons occupying said premises and so to re-possess and enjoy the Demised Premises, subject, however, to the rights of any Occupancy Tenants. 13.2. Should the Term at any time to time be ended under the terms and conditions hereof, or in partany other way, the principal ofTenant hereby covenants and agrees to surrender and deliver up the Demised Premises and property peaceably to the Landlord immediately upon the termination of such Term. 13.3. Notwithstanding anything contained herein to the contrary, if Tenant shall have been in default under this Section 13 more than two (2) times in any twelve (12) month period, notwithstanding any subsequent cure of the default, such default may no longer be capable of being cured at Landlord’s election. 13.4. No termination or expiration of this Lease pursuant to this Section 13 or any other terms and provisions of this Lease, or any termination by summary proceedings or otherwise, shall relieve Tenant of its liability, obligations, and accrued interest onany damages under this Lease and any renewal or extension thereof, if the Loans right to renew or extend is exercised by Tenant, and such liability, obligations, and damages shall survive any such termination or expiration. 13.5. Nothing contained herein shall prevent the enforcement of any claim Landlord may have against Tenant for anticipatory breach of the unexpired term of this Lease. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall have the right of injunction and the Note right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease or otherwise. No receipt of rent by Landlord from Tenant after the termination of this Lease or after giving any notice, shall reinstate, continue or extend the term of this Lease. No receipt of rent after the commencement of suit, or after final judgment for possession of the Premises, shall reinstate, continue or extend the term, or affect the suit of said judgment. Any remedies specifically provided for in this Lease are in addition to and not exclusive of any other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable remedy available to the LenderTenant or the Landlord under applicable law. During Any measure or damages provided for in this Lease shall not be deemed to limit or prejudice the continuance Landlord’s right to prove and obtain all the damages which it may sustain as a result of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder breaches of this Lease. Tenant shall be due and payable to reimburse Landlord for all legal fees incurred by Landlord in enforcing the Lender and terms of or arising out of or in connection with this Lease upon a default of the Commitment shall terminateLease by Tenant beyond applicable cure periods.

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise"): (a) Failure by Borrower to make any payment of principal of the Loans or interest on the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notedue; (b) Failure by Xxxxxxxx to observe or perform any payment covenant, other term or provision of interest on the Loans or this Agreement, the Note shall not be paid when or any other Financing Document within five (5) business days of the earlier of Xxxxxxxx's knowledge of such failure and as due (whether at maturity, receipt by reason Borrower of acceleration or otherwise) and in accordance with written notice from the terms Lenders of this Agreement and the Note, and such default is not cured within two daysfailure; (c) Any representation made by or on behalf of Borrower or Surety in this Agreement, the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, Note or any representation or warranty contained herein or therein Financing Document shall at any time prove to have been incorrect or misleading be inaccurate in any material respect when made; orrespect; (d) Borrower shall admit in writing its inability to pay its debts as they become due or shall become insolvent (however evidenced) or there shall be commenced any bankruptcy, insolvency, arrangement, reorganization, or other debtor-relief proceedings by or against Borrower, and, if such case or proceeding is not commenced by Borrower, or converted to a voluntary case, such case or proceeding shall be commenced against the consented to or acquiesced in by Borrower, or shall result in the entry of an order for relief or shall remain for 60 days undismissed, or Borrower shall commence a voluntary casedissolve or terminate its existence; (e) The making of demand by any lender or other creditor of Borrower for payment of any indebtedness of Borrower for borrowed money, in either case seeking relief under which is payable upon demand, or the acceleration of the maturity of any Bankruptcy Lawindebtedness of Borrower for borrowed money upon default by Borrower, in each case as now or hereafter in effect, or the a principal amount in excess of Twenty-Five Thousand ($25,000.00) Dollars; or (f) Entry of any judgment against Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inabilitywhich, to paythe extent not covered by insurance, equals or generally exceeds Twenty-Five Thousand ($25,000.00) Dollars and within thirty (30) days from the date of entry, such judgment shall not be payinghave been discharged or execution thereof stayed pending appeal, its debts as they become due; then during or, within 30 days after the continuance expiration of any Event such stay, such judgment shall not have been discharged; THEN, Either Lender may, at its election and without demand or notice of Default (other than any Event kind, each of Default specified in clause (d) above)which are hereby waived by Xxxxxxxx, declare the Lender may by written notice to unpaid balance of their respective Note and the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest onthereon, immediately due and payable, proceed to collect the Loans same and the Note exercise any and all other amounts owing hereunder to berights, powers and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrowerremedies given it by this Agreement, the principal of, and accrued interest onNote, the Loans and the Note and all Surety Agreement, or any other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatefinancing document or otherwise available at law or in equity.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default” under this Agreement: (i) Seller shall fail to repurchase Purchased Assets upon the applicable Repurchase Date; (ii) Purchaser shall fail to receive on or before any Remittance Date the accrued and unpaid Purchase Price Differential due for the immediately preceding Pricing Rate Period; (iii) Seller shall fail to cure any Margin Deficit within the period specified in Article 4; (iv) any Principal Payment received with respect to a Purchased Assets is not applied to repay the Repurchase Price for such Purchased Asset in accordance with Article 5(c); (v) Seller shall fail to make any payment not otherwise enumerated that is owing to Purchaser that has become due, whether by acceleration or otherwise, which failure is not remedied within five (5) Business Days of notice thereof; (vi) an Act of Insolvency occurs with respect to Seller or Guarantor; (vii) Seller or Guarantor shall admit in writing to any Person its inability to, or its intention not to, perform any of its respective obligations under any Transaction Document; (viii) the Custodial Agreement, the Account Control Agreement or any other Transaction Document or a replacement therefor acceptable to Purchaser shall for whatever reason be terminated or cease to be in full force and effect, other than as a result of any action or inaction of Purchaser, or the enforceability thereof shall be contested by Seller; (ix) Seller or Guarantor shall be in default (after the expiration of any applicable grace, notice and/or cure periods) under (A) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $100,000, with respect to Seller or $2,500,000 with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $100,000, with respect to Seller or $2,500,000, with respect to Guarantor; or (B) any other material contract to which Seller or Guarantor is a party which default (1) involves the failure to pay a matured obligation or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $100,000, with respect to Seller or $2,500,000, with respect to Guarantor; (A) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) failure to satisfy the minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA), excluding those for which the 30-day notice period is waived, 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 Plan, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Purchaser is likely to, incur any liability in connection with a withdrawal or partial withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan, or (F) Seller is a Benefit Plan Investor and its entering into any transaction in connection with this Agreement or any other Transaction Document constitutes or results in a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) if that transaction will not be covered by and exempt under Prohibited Transaction Class Exemption (“PTCE”) 00-0, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, or another similar prohibited transaction exemption applicable thereto; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xi) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Purchaser to be the owner free of any adverse claim of any of the Purchased Assets and other Purchased Items, and such condition is not cured by Seller within three (3) Business Days after the earlier of notice thereof from Purchaser to Seller or actual knowledge thereof by Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Purchaser in any of the Collateral; (xii) any governmental, regulatory, or self regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Seller or Guarantor, which suspension has a Material Adverse Effect in the commercially reasonable determination of Purchaser; (xiii) any condition shall exist that constitutes a Material Adverse Effect in Purchaser’s sole discretion exercised in good faith; (xiv) a Change of Control, without the consent of Purchaser, shall occur with respect to Seller; (xv) any representation made by Seller to Purchaser (other than those contained in Article 9(b)(x)(D)) shall have occurred and be continuing been incorrect or untrue in any respect when made or repeated or deemed to have been made or repeated; (xvi) a final non appealable judgment by any competent court in the United States of America for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation the payment of law or otherwise): money (a) any payment of principal of the Loans rendered against Seller in an amount greater than $100,000 or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and rendered against Guarantor in accordance with the terms of this Agreement and the Notean amount greater than $2,500,000, and such default is not cured within two days; (c) the Borrower shall default in the performance remained undischarged or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure unpaid for a period of 30 sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Purchaser; (xvii) if Seller shall breach or fail to perform any of the terms, covenants or obligations under this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within the earlier of ten (10) days after receipt (a) delivery of written notice thereof from the Lenderto Seller by Purchaser, or (b) actual knowledge on the part of Seller of such breach or failure to perform; (xviii) the Guaranty or a replacement thereof acceptable to Purchaser shall for whatever reason be terminated or cease to be in full force and effect, other than as a result of any representation action or warranty contained herein inaction of Purchaser, or therein the enforceability thereof shall at be contested by Guarantor or Seller; (xix) the Interim Servicing Agreement or a replacement thereof acceptable to Purchaser shall for whatever reason be terminated or cease to be in full force and effect, other than as a result of any time action or inaction of Purchaser, or the enforceability thereof shall be contested by Servicer or Seller; (xx) the breach by any Servicer affiliated with Seller or Guarantor of any term set forth in the Interim Servicing Agreement or of any representation, warranty, certification or covenant made or deemed made in the Interim Servicing Agreement by such Servicer (after the expiration of any applicable grace, notice, and/or cure periods) or if any certificate furnished by such Servicer to Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of such Servicer shall prove to have been incorrect false or misleading in any material respect when madeas of the time made or furnished; orand (dxxi) a case the breach by Guarantor of any term set forth in the Guaranty or proceeding of any representation, warranty, certification or covenant made or deemed made in the Guaranty by Guarantor (after the expiration of any applicable grace, notice, and/or cure periods) or if any certificate furnished by Guarantor to Purchaser pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of Guarantor shall be commenced against the Borrower, prove to have been false or the Borrower shall commence a voluntary case, misleading in either case seeking relief under any Bankruptcy Law, in each case material respect as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower time made or for all or any part of its property, or furnished. (b) After the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, Seller hereby appoints Purchaser as attorney-in-fact of Seller for the purpose of taking any action and executing or endorsing any instruments that Purchaser may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing with respect to Seller, the Lender may following rights and remedies shall be available to Purchaser: (i) at the option of Purchaser, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, immediately occur (such date, the “Accelerated Repurchase Date”); (ii) if Purchaser exercises or is deemed to have exercised the option referred to in whole Article 13(b)(i): (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Purchaser by the Account Bank or Seller from time to time in part, the principal ofpursuant to Article 5 and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 13(b)(iii)); (C) the Custodian shall, upon the Loans request of Purchaser, deliver to Purchaser all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets; and (D) Purchaser may (I) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Purchaser may deem satisfactory any or all of the Purchased Assets, and/or (II) in its sole and absolute discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing by Seller under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to this Article 13(b)(iii) shall be applied, (w) first, to the costs and expenses incurred by Purchaser in connection with Seller’s default; (x) second, to actual, out-of-pocket damages incurred by Purchaser in connection with Seller’s default, (y) third, to the Repurchase Price; and (z) fourth, to return any excess to Seller. (iii) the parties acknowledge and agree that (A) the Purchased Assets subject to any Transaction hereunder are not instruments traded in a recognized market, (B) in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Asset, the Purchaser may establish the source therefor in its sole and absolute discretion and (C) all prices, bids and offers shall be determined together with accrued Net Cash Flow (except to bethe extent contrary to market practice with respect to the relevant Purchased Assets). The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Purchaser may elect, in its sole and absolute discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Purchaser to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Purchaser; (iv) Seller shall be liable to Purchaser and its Affiliates and shall indemnify Purchaser and its Affiliates for the amount (including in connection with the enforcement of this Agreement) of all losses, costs and expenses, including reasonable legal fees and expenses, actually incurred by Purchaser in connection with or as a consequence of an Event of Default with respect to Seller (but excluding any losses, costs or expenses incurred as a result of Purchaser’s gross negligence or willful misconduct); (v) Purchaser shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC, to the extent that the UCC is applicable, and the Loans right to offset any mutual debt and claim), in equity, and under any other agreement between Purchaser and Seller. Without limiting the Note and such other amounts generality of the foregoing, Purchaser shall thereupon and be entitled to that extent becomeset off the proceeds of the liquidation of the Purchased Assets against all of Seller’s obligations to Purchaser under this Agreement, due and payable without prejudice to Purchaser’s right to recover any deficiency; (vi) Purchaser may exercise any or all of the Lender. During remedies available to Purchaser immediately upon the continuance occurrence of any an Event of Default specified in clause with respect to Seller and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Purchaser may have; and (dvii) above, automatically and without any notice to the Borrowerextent permissible by law, the principal ofPurchaser may enforce its rights and remedies hereunder without prior judicial process or hearing, and accrued interest onSeller hereby expressly waives any defenses Seller might otherwise have to require Purchaser to enforce its rights by judicial process. Seller also waives, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender extent permitted by law, any defense Seller might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the Commitment shall terminateresult of a bargain at arm’s length.

Events of Default Remedies. If Upon the occurrence of any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) a. the Borrower shall fail to make the payment of any amount of any principal outstanding after the date such payment shall become due and payable hereunder; or b. the Borrower shall fail to make any payment of interest after the date such interest shall become due and payable hereunder; or c. any representation, warranty, covenant or certification made by the Borrower herein, in the Notes, any other Loan Document or in any certificate or financial statement shall prove to have been false or incorrect or breached in a material respect on the date as of which made; or d. the Borrower or any of its subsidiaries shall (i) default in any payment of any amount or amounts of principal of or interest on any indebtedness for borrowed money (the Loans “Indebtedness”) (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness of all such persons is in excess of $100,000, whether such Indebtedness now exists or shall hereinafter be created, and such default entitles the Note holder thereof to declare such indebtedness to be due and payable, and such indebtedness has not been discharged in full or such acceleration has not been stayed, rescinded or annulled within twelve (12) business days of such acceleration, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness in excess of $100,000 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 or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or e. A judgment or order for the payment of money shall be rendered against the Borrower or any subsidiary in excess of $100,000 in the aggregate (net of any applicable insurance coverage) for all such judgments or orders against all such persons (treating any deductibles, self insurance or retention as not so covered) that shall not be paid when discharged, and as due all such judgments and orders remain outstanding, and there shall be any period of thirty (whether at maturity30) consecutive days following entry of the judgment or order in excess of $100,000 or the judgment or order which causes the aggregate amount described above to exceed $100,000 during which a stay of enforcement of such judgment or order, by reason of acceleration a pending appeal or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note , shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;effect; or (c) f. the Borrower shall default in (i) apply for or consent to the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyproperty or assets, or the Borrower shall (ii) admit in writing its inability to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Bankruptcy Code or under the Borrower shall failcomparable laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (vi) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or domestic), or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during (vii) take any action under the continuance laws of any Event jurisdiction (foreign or domestic) analogous to any of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.foregoing; or

Events of Default Remedies. If any of the following events (each, an “Event herein called "Events of Default”") shall have occurred and be continuing (whatever the reason for any reason whatsoever (such Event of Default and whether it shall be voluntary or involuntary, arising involuntary or effected by operation of law or otherwise): (a) the Borrower shall default in the due and punctual payment or prepayment of all or any payment of principal part of the Loans or the principal of, any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (b) the Borrower shall default in the due and punctual payment or prepayment of any payment of interest on the Loans or the any Note shall not be paid when and as such interest shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two shall continue for a period of five days; (c) the Borrower shall default in the performance or observance of any other termof the covenants, covenant agreements or agreement conditions contained hereinin Sections 10.1 through 10.8, inclusive, 10.10 through 10.12, and 10.15 through 10.18, inclusive, of this Agreement, and such default shall continue without cure for a period of 30 15 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; orthereof. (d) the Borrower shall materially default in the performance or observance of any other of the covenants, agreements or conditions contained in this Agreement and the Pledge and Security Agreement and such default shall continue for a case period of 60 days after written notice thereof; (e) [Intentionally deleted.] (f) the Borrower or proceeding any of its Subsidiaries shall be commenced against (1) apply for or consent to the Borrowerappointment of, or the Borrower shall taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its Property, (2) be generally unable to pay its debts as such debts become due, (3) make a general Assignment for the benefit of its creditors, (4) commence a voluntary case, in either case seeking relief under any the Federal Bankruptcy Law, in each case Code (as now or hereafter in effect), (5) file a petition seeking to take advantage of any other law providing for the relief of debtors, (6) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under such Bankruptcy Code, (7) admit in writing its inability to pay its debts generally as such debts become due, (8) take any action under the laws of its jurisdiction of organization analogous to any of the foregoing, or (9) take any requisite action for the purpose of effecting any of the foregoing; (g) a proceeding or case shall be commenced, without the application or consent of the Borrower shall apply foror any of its Subsidiaries in any court of competent jurisdiction, consent toseeking (1) the liquidation, reorganization, dissolution, winding up of the Borrower or fail to contestany of such Subsidiaries or composition or readjustment of the debts of any of them, (2) the appointment of a trustee, receiver, liquidator, custodian, trustee liquidator or the like of the Borrower or for any of its Subsidiaries or of all or any substantial part of the assets of any of them, or (3) similar relief in respect of the Borrower or any of its propertySubsidiaries under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of ninety (90) days; or an order for relief shall be entered in an involuntary case under such Bankruptcy Code, against the Borrower or any of its Subsidiaries; or action under the laws of the jurisdiction of organization of any of the Borrower or any of its Subsidiaries analogous to any of the foregoing shall be taken with respect to any of the Borrower or any of its Subsidiaries and shall continue undismissed, or unstayed and in effect, for a period of ninety (90) days; (h) [Intentionally deleted.] (i) any Designee shall not be elected to the Board of Directors of Borrower, for a reason other than public misconduct or other inappropriate behavior of such Designee of such nature as to reasonably constitute grounds for removal for cause or as to subject Borrower to public disrepute, and Borrower shall not have appointed a substitute Designee identified by Borrower, to the Board of Directors within sixty (60) days; (j) after the Closing Date, any representation or warranty made by or on behalf of the Borrower or any of its Subsidiaries, or any officer of any of them, in this Agreement or in any certificate or other instrument delivered hereunder or pursuant hereto, or in connection with any provision hereof, shall prove to be materially false or incorrect or breached in any material respect on the date as of which made; (k) any Reportable Event shall occur which could constitute grounds for termination by the PBGC of any Plan or for the appointment by the appropriate United States District Court of a trustee to administer any Plan and such Reportable Event is not corrected and such determination is not revoked within one hundred and twenty (120) days after the administrator of any Plan (if the Borrower, or any of its Subsidiaries or ERISA Affiliates is the administrator) or the Borrower or any of its Subsidiaries or ERISA Affiliates, as the case may be, has knowledge, or has reason to have knowledge, thereof; or the institution of proceedings by the PBGC to terminate any Plan or to appoint a trustee to administer any Plan, or the Borrower shall make appointment of a general assignment for trustee by the benefit of its creditorsappropriate United States District Court to administer any Plan, or the Borrower shall failtermination of any Plan by its sponsor, or admit the complete or partial withdrawal from any Multiemployer Plan (including any transaction described in, and meeting the requirements of, Section 4204 of ERISA); where in writing any such case the aggregate liability of the Borrower and its inabilitySubsidiaries, and ERISA Affiliates for all such terminations or withdrawals exceeds or is reasonably likely to payexceed $500,000; or (l) there shall exist any failure of the perfection, validity, priority or generally not be payingenforceability of any Lien granted pursuant to this Agreement, its debts other than a failure attributable to Investor; then, so long as they become due; then during any Note is outstanding (i) upon the continuance occurrence of any Event of Default described in Subsection (g) or (h) with respect to the Borrower or any of its Subsidiaries, the unpaid principal amount of all Notes, together with the interest accrued thereon or fees payable in connection therewith, shall automatically become immediately due and payable, without presentment, demand, notice, declaration, protest or other than requirements of any kind, all of which are hereby expressly waived, or (ii) upon the occurrence of any other Event of Default specified in clause (d) above)Default, the Lender may holders of at least 25% of the unpaid principal amount of the Notes at the time outstanding may, by written notice to the Borrower declareBorrower, in whole or from time to time in part, declare the unpaid principal of, and accrued interest on, the Loans and the Note and amount of all other amounts owing hereunder Notes to be, and the Loans and the Note and such other amounts same shall thereupon and to that extent forthwith become, immediately due and payable to payable, together with the Lender. During the continuance interest accrued thereon, all without presentment, demand, notice, protest or other requirements of any kind, all of which are hereby expressly waived, provided that, during the existence of an Event of Default specified described in clause Subsection (da) aboveor (b) with respect to any Note, automatically and without any the holder of such Note may, by written notice to the Borrower, declare such Note to be, and the same shall forthwith become, due and payable, together with the interest accrued thereon, all without presentment, demand, notice, protest or other requirements of any kind, all of which are hereby expressly waived. If any holder of any Note shall exercise the option specified in the proviso to the preceding sentence, the Borrower will forthwith give written notice thereof to the holders of all other outstanding Notes and each such holder may (whether or not such notice is given or received), by written notice to the Borrower, declare the principal ofof all Notes held by it to be, and the same shall forthwith become, immediately due and payable, together with the interest accrued and any fees payable thereon. In addition to the foregoing, the Holders may take any and all actions upon the occurrence of an Event of Default as are provided in the Pledge and Security Agreement or are otherwise applicable to a secured creditor upon default as are provided under applicable law. The provisions of this Section 13 are subject, however, to the condition that if, at any time after any Note shall have so become due and payable, the Borrower shall pay all arrears of interest on the Notes and all payments on account of the principal of and interest on the Notes which shall have become due otherwise than by acceleration (with interest on all such overdue principal, and, to the extent permitted by law, on overdue payments of interest, at the applicable rate per annum provided for in the Notes or this Agreement in respect of overdue amounts of principal interest), and all Events of Default (other than nonpayment of principal of and accrued interest onon the Notes, the Loans and the Note and all other amounts payable hereunder shall be due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 16.2, then, and in every such case, the Majority Holders, by written notice to the Lender Borrower, may rescind and annul any such acceleration and its consequences with respect to the Commitment Notes; but no such action shall terminateaffect any subsequent Default or Event of Default or impair any right consequent thereon.

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default hereunder: (a) Failure of any payment Guarantor to pay any Guaranteed Obligations upon receipt of principal of demand by the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Trustee to such Guarantor given in accordance with the terms of this Agreement and the Note;Section 20 hereof. (b) any payment The dissolution or liquidation of interest on the Loans a Guarantor or the Note filing by a Guarantor of a voluntary petition in bankruptcy, or the entry of any order or decree granting relief in any involuntary case commenced against a Guarantor under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be paid when and as due (whether at maturity, by reason of acceleration discharged or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured denied within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 90 days after receipt of written notice thereof from the Lenderfiling thereof, or any representation or warranty contained herein or therein if a Guarantor shall at any time prove admit in writing its inability to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerpay its debts generally as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or liquidator of a Guarantor shall be appointed in any proceeding brought against the like Guarantor and shall not be discharged within 90 days after such appointment or if a Guarantor shall consent to such appointment, or assignment by a Guarantor of the Borrower or for all or any part substantially all of its property, or the Borrower shall make a general assignment assets for the benefit of its creditors, or the Borrower shall failentry by a Guarantor into an agreement of composition with its creditors with respect to all or substantially all of its assets, or admit a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against a Guarantor under any applicable bankruptcy, reorganization or analogous law as now or hereafter in writing its inabilityeffect and if initiated against the Guarantor shall remain undismissed (subject to no further appeal) for a period of 90 days; provided, to paythe term “dissolution or liquidation of a Guarantor,” as used in this subsection (b), or generally shall not be paying, construed to include the cessation of the existence of a Guarantor resulting either from a merger or consolidation of the Guarantor into or with another entity or a dissolution or liquidation of the Guarantor following a transfer of all or substantially all of its debts assets as they become duean entirety; then during the continuance of any and provided further that an Event of Default shall not be triggered under this subsection (other b) if the Company and the unaffected Guarantor or Guarantors shall continue to own more than 50% of the consolidated assets of the Company and the Subsidiaries. (c) If any representation made by a Guarantor contained in this Guaranty was false or misleading in any material respect at the time it was made or delivered. Whenever an Event of Default specified shall have happened and be continuing, (a) the Trustee in clause (d) above), the Lender manner provided in Section 7.1 of the Indenture may by written notice to declare the Borrower declare, in whole or from time to time in part, the entire unpaid principal of, or redemption premium, if any, and accrued interest onon the Series 2020R-1 Bonds to be immediately due and payable, and (b) the Loans Trustee may, in its discretion, or shall upon the written request of the Holders of 66 2/3% in principal amount of Series 2020R-1 Bonds then Outstanding, take whatever action at law or in equity as may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or to enforce observance or performance of any covenant or agreement of the Guarantors under this Guaranty. In case the Trustee shall have proceeded to enforce this Guaranty and such proceedings shall have been discontinued or abandoned for any reason, then and in every such case each Guarantor and the Note Trustee, subject to any determination in any applicable proceeding, shall be restored respectively to their several positions and rights hereunder, and all other amounts owing hereunder to berights, remedies and powers of the Guarantors and the Loans and the Note and Trustee shall continue as though no such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateproceeding had been taken.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan 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 otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of three days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) 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; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been materially inaccurate when made or deemed made; (d) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a) or in Article VI or in Article VII of this Agreement; provided any default under Sections 7.01, 7.02 and/or 7.03 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and Term A Commitments, until the date on which the Revolving Loans and Term A Loans (if any) have occurred been accelerated, and be continuing the Revolving Commitments and Term A Commitments (if any) have been terminated, in each case, by the Required TLA/RC Lenders; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of the Loans or the Note shall not be paid amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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, CREDIT AGREEMENT, Page 129 repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (whether at maturityf) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) 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, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $10,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (ii) as a result of the NoteAdministrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; (bm) any payment of interest on the Loans this Agreement or the Note Guaranty Agreement (other than in respect of an Immaterial Subsidiary) shall not for any reason cease to be paid when in full force and as due (whether at maturityeffect and valid, by reason binding and enforceable in accordance with its terms after its date of acceleration execution, or otherwise) and any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments and commitments with respect to any Ancillary Facility, and thereupon the Commitments and commitments with respect to any Ancillary Facility shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding and the obligations under any Ancillary Facility then outstanding to be due and payable in whole (or in part, in either which case seeking relief any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the obligations under any Bankruptcy LawAncillary Facility then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding and the obligations under any Ancillary Facility then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA/RC Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders and Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable Letters of Credit. Notwithstanding anything to the Lender. During contrary contained herein, during the continuance Clean-up Period, any breach of a representation or warranty or any Event Default which arises with respect to Vion shall not constitute or result in a default, drawstop, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or Default specified in clause (di) abovedoes not have a CREDIT AGREEMENT, automatically Page 131 Material Adverse Effect on the Parent Borrower and without any notice its Restricted Subsidiaries taken as a whole, such that the Parent Borrower and its Restricted Subsidiaries taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Agreement; (ii) was not knowingly procured or approved by the Parent Borrower, the principal of, ; and accrued interest on, the Loans (iii) is capable of remedy and the Note and all other amounts payable hereunder shall be due and payable reasonable steps are being taken to the Lender and the Commitment shall terminateremedy it.

Events of Default Remedies. If any of the following conditions or events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever occur: 1. The Borrower shall fail to pay, when due (whether voluntary or involuntaryby scheduled maturity, arising or effected by operation of law required prepayment, acceleration, demand or otherwise): (a) ), all or any payment portion of the principal of the Loans Loan, any interest on the Loan or any fee, indemnity or other amount payable under this Note; or 2. Any representation or warranty made or deemed made by the Borrower in connection with this Note or under or in connection with any certificate or other writing delivered to the Lender in connection herewith shall not be paid have been incorrect in any material respect (or in any respect if such representation or warranty is qualified or modified as to materiality or “Material Adverse Effect” in the text thereof) when and as made or deemed made; or 3. The Borrower shall fail to pay when due (whether at by scheduled maturity, by reason of acceleration required prepayment, acceleration, demand or otherwise) and any principal, interest or other amount payable in accordance with the terms respect of this Agreement and the Note; (b) any payment indebtedness having an aggregate principal amount outstanding in excess of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note$900,000, and such failure shall continue after the applicable grace or cure period, if any, specified in the agreement or instrument relating to such indebtedness, or any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is not cured within two days;to accelerate the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased or an offer to prepay, redeem, purchase or defease such indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or (c) 4. Any proceeding shall be instituted against the Borrower shall default in seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the performance entry of an order for relief or observance the appointment of a receiver, trustee, custodian or other similar official for any other term, covenant such Person or agreement contained hereinfor any substantial part of its property, and either such default proceeding shall continue without cure remain undismissed or unstayed for a period of 30 45 days after receipt of written notice thereof from the Lender, or any representation of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against any such Person or warranty contained herein the appointment of a receiver, trustee, custodian or therein other similar official for it or for any substantial part of its property) shall occur; or 5. Any material provision of this Note shall at any time prove for any reason (other than pursuant to have been incorrect the express terms thereof) cease to be valid and binding on or misleading in any material respect when made; or (d) a case or proceeding shall be commenced enforceable against the Borrower, or the Borrower validity or enforceability thereof shall commence a voluntary case, in either case seeking relief under be contested by any Bankruptcy Law, in each case as now or hereafter in effectparty hereto, or the Borrower a proceeding shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of be commenced by the Borrower or for all any Governmental Authority having jurisdiction over the Borrower, seeking to establish the invalidity or any part of its propertyunenforceability thereof, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit deny in writing its inabilitythat it has any liability or obligation purported to be created hereunder: THEN, to pay, or generally not be paying, its debts as they become due; then (A) upon the occurrence and during the continuance continuation of any Event of Default (other than any Event of Default specified described in clause (d4) above), the unpaid principal amount of and accrued interest on the Loan and all other obligations hereunder shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower, and any commitment or obligation of the Lender to make any Loan or extend additional credit to Borrower hereunder shall thereupon terminate; and (B) upon the occurrence and during the continuation of any other Event of Default, the Lender may may, by written notice (which may be delivered by facsimile or overnight courier) to Borrower, declare (i) this Note and any commitment or obligation of the Lender to make any Loan or extend additional credit to Borrower declarehereunder to be terminated, in whole and/or (ii) all or from time to time in part, any portion of (1) the unpaid principal of, amount of and accrued interest onon the Loan and (2) all other obligations of the Borrower under this Note to be immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Loans Borrower. The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance exercise of any Event right or remedy shall not preclude the exercise of Default specified in clause (d) aboveany other rights or remedies, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder of which shall be due cumulative and payable to the Lender and the Commitment shall terminatenot alternative.

Events of Default Remedies. (a) If any of the following events (each, an “"_Event of Default”") shall have occurred and be continuing for any reason whatsoever occur: (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (ai) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Seller shall default in the performance or observance payment of any other termof the Obligations on the due date thereof (whether due at stated maturity, covenant on demand, upon acceleration or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or otherwise); (ii) any representation or warranty contained herein made by Seller to Purchaser in this Agreement or therein any written statement, report, financial statement or certificate made or delivered to Purchaser by Seller shall at any time prove to have been incorrect or misleading in any material respect when mademade or furnished; or (diii) Seller shall breach any covenant or agreement contained in this Agreement or any supplement hereto or any other Transaction Document or any agreement between Seller of any affiliate of Purchaser; (iv) an event of default shall occur under any contractual obligation of Seller (other than this Agreement), and such event of default (A) involves the failure to make any payment (whether or not such payment is blocked pursuant to the terms of a subordination or an intercreditor agreement or otherwise), whether of principal, interest or otherwise, and whether due by scheduled maturity, required prepayment, acceleration, demand or otherwise, in respect of any indebtedness (other than the Obligations) of Seller; or (B) causes (or permits any holder of such indebtedness or a trustee to cause) such indebtedness, or a portion thereof to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; (v) there shall be commenced against Seller any litigation seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets; (vi) Seller shall have concealed, removed or permitted to be concealed or removed, any part of its property with intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation that may be fraudulent under any bankruptcy, fraudulent transfer or other similar law; (vii) Seller fails, closes, suspends or goes out of business; (viii) a case or proceeding shall be have been commenced involuntarily against Seller or any guarantor of the BorrowerObligations in a court having competent jurisdiction seeking a decree or order: (A) under the United States Bankruptcy Code or any other applicable federal, state or the Borrower shall commence a voluntary caseforeign bankruptcy or other similar law, in and seeking either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, (1) the appointment of a custodian, receiver, liquidator, custodianassignee, trustee or the like sequestrator (or similar official) for such person or entity or of the Borrower or for all or any substantial part of its propertyproperties, or (II) the Borrower reorganization or winding up or liquidation of the affairs of any such person or entity, or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (B) invalidating or denying any person's or entity's right, power, or competence to enter into or perform any of its obligations under any Transaction Document or invalidating or denying the validity or enforceability of this Agreement or any other Transaction Document or any action taken hereunder or thereunder; (ix) Seller or any guarantor ofthe Obligations shall (A) commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for it or any substantial part of its properties, (B) make a general assignment for the benefit of its creditors, (C) consent to or the Borrower shall failtake any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any of such acts, or (D) shall admit in writing its inability, to payinability to, or shall be generally not be payingunable to, pay its debts as they such debts become due; then during the continuance (x) any provision of any Event Transaction Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms, or any Lien or security interest granted, or intended by the Transaction Documents to be granted, to Purchaser shall cease to be a valid and perfected lien or security interest having the first priority in any of Default the Collateral (other than or Seller shall so assert any Event of Default specified the foregoing); (xi) any guarantor of the Obligations fails to perform or observe any of such guarantor's obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty of the Obligations, or any such guaranty shall cease to be in clause full force and effect for any reason whatever; (dxii) above)a final judgment or judgments for the payment of money shall be rendered against Seller, unless the Lender may same shall be (A) fully covered by written notice insurance and the issuer(s) of the applicable policies shall have acknowledged full coverage in writing within fifteen (15) Days of judgment, or (B) vacated, stayed, bonded, paid or discharged within a period of fifteen (15) Days from the date of such judgment; (xiii) there is a change (by death or otherwise) in Seller's principal stockholders or owners; (xiv) there is a change in the senior management of Seller; or (xv) Purchaser for any reason, in good faith, deems itself insecure with respect to the Borrower declareprospect of repayment or performance of the Obligations; then Purchaser may, in whole without notice, take anyone or from time more of the following actions: (i) terminate this Agreement; (ii) declare all or any portion of the Obligations to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, be forthwith due and payable whereupon such Obligations shall become and be due and payable; or (iii) exercise any rights and remedies provided to Purchaser under any ofthe Transaction Documents or at law or equity, including all remedies provided under the Lender. During UCC; provided, that upon the continuance occurrence of any Event of Default specified in clause clauses (dviii) or (ix) above, automatically the Obligations shall become immediately due and without declaration, notice or demand by Purchaser. (b) At any notice time after the occurrence of an Event of Default that is not waived by Purchaser, Purchaser shall have, in addition to all of the rights and remedies of a secured party under Article 9 of the UCC and other applicable law, the right to remove from any of Seller's premises any and all books and records that may pertain to the BorrowerAccounts Receivable or any other Collateral. Seller hereby appoints Purchaser or such persons as Purchaser designates as Seller's attorney-in-fact to do all acts and things necessary, in Purchaser's determination after an Event of Default that is not waived by Purchaser, to fulfill Seller's obligations under this Agreement. Without limiting the principal ofgenerality of the foregoing, Seller expressly agrees that upon the occurrence of any Event of Default, Purchaser may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and accrued interest onmay forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Purchaser shall have the Loans right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Purchaser the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Seller hereby releases. Such sales may be adjourned, or continued from time to time with or without notice. Purchaser shall have the right to conduct such sales on any Seller's premises or elsewhere and shall have the right to use any Seller's premises without rent or other charge for such sales or other action with respect to the Collateral for such time or times as Purchaser deems necessary or advisable. Seller further agrees, upon the occurrence and during the continuance of an Event of Default and at Purchaser's request, to assemble the Collateral and make it available to Purchaser at places that Purchaser shall reasonably select, whether at its premises or elsewhere. Until Purchaser is able to effect a sale, lease, or other disposition of the Collateral, Purchaser shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Purchaser deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Purchaser shall have no obligation to Seller to maintain or preserve the rights of Seller as against third parties with respect to any Collateral while such Collateral is in the possession of Purchaser. Purchaser may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Purchaser's remedies with respect to such appointment without prior notice or hearing. To the maximum extent permitted by applicable law, Seller waives all claims, damages, and demands against Purchaser, its affiliates, agents, and the Note officers and employees of any of them arising out of the repossession, retention or sale of any Collateral. Seller agrees that ten (10) Days' prior notice by Purchaser to Seller of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Seller shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all other amounts payable hereunder to which Purchaser is entitled. Purchaser's rights and remedies under this Agreement shall be due cumulative and payable nonexclusive of any other rights and remedies that Purchaser may have under any other agreement with Seller or at law or in equity. Recourse to the Lender Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the Commitment shall terminateextent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Events of Default Remedies. If any of the following events (each“Events of Default”) shall occur: (a) any Borrower shall fail to pay any principal of any Loan 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 otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with respect to such reimbursement obligations shall continue unremedied for a period of three days; (b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) 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; (c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been materially inaccurate when made or deemed made; (d) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a) or in Article VI or in Article VII of this Agreement; provided any default under Sections 7.01, 7.02 and/or 7.037.02 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving Commitments and Term A Commitments, until the date on which the Revolving Loans and Term A Loans (if any) have occurred been accelerated, and be continuing the Revolving Commitments and Term A Commitments (if any) have been terminated, in each case, by the Required TLA/RC Lenders; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Parent Borrower; (f) any reason whatsoever Borrower or any Restricted Subsidiary shall fail to make any payment (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal or interest and regardless of the Loans or the Note shall not be paid amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period, or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable notice or grace period (whether at maturitywhich notice has been given or grace period has 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 and such failure, event or condition shall not have been waived or cured before the Commitments are terminated and Loans accelerated; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, CREDIT AGREEMENT, Page 146 trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) 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, arrangement or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance or indemnity as to which the insurer or indemnitor has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of acceleration a pending appeal, payment or otherwiseotherwise is not in effect; (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral with a book not exceeding $10,000,00025,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) in connection with a release of such Collateral in accordance with the terms of this Agreement and or (ii) as a result of the NoteAdministrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; (bm) any payment of interest on the Loans this Agreement or the Note Guaranty Agreement (other than in respect of an Immaterial Subsidiary) shall not for any reason cease to be paid when in full force and as due (whether at maturityeffect and valid, by reason binding and enforceable in accordance with its terms after its date of acceleration execution, or otherwise) and any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of any Guarantee in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeAgreement; or (dn) a case Change in Control shall occur; CREDIT AGREEMENT, Page 147 then, and in every such event (other than an event with respect to any Borrower described in clause (g) or proceeding shall be commenced against (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the Borrower following actions, at the same or different times: (i) terminate the Commitments and commitments with respect to any Ancillary Facility, and thereupon the Commitments and commitments with respect to any Ancillary Facility shall commence a voluntary caseterminate immediately, and (ii) declare the Loans then outstanding and the obligations under any Ancillary Facility then outstanding to be due and payable in whole (or in part, in either which case seeking relief any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the obligations under any Bankruptcy LawAncillary Facility then outstanding so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in each case as now of any event with respect to any Borrower described in clause (g) or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest(h) of this Section 8.01, the appointment of a receiver, liquidator, custodian, trustee or Commitments shall automatically terminate and the like principal of the Loans then outstanding and the obligations under any Ancillary Facility then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or for other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any part of its propertyLien granted to the Administrative Agent, or the Borrower shall make a general assignment for the benefit of its creditorsthe Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable law, by any of the Loan Documents, by equity, or otherwise. Notwithstanding the Borrower shall failforegoing, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required TLA/RC Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders and Term A Lenders (other than any Event of Default specified in clause (d) aboveversus the Lenders), the Lender may by written notice to Revolving Commitments and Term A Commitments (versus the Borrower declare, in whole or from time to time in partCommitments), the principal of, and accrued interest onRevolving Loans, the Swingline Loans and the Note and all other amounts owing hereunder to beTerm A Loans (versus the Loans), and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable Letters of Credit. Notwithstanding anything to the Lender. During contrary contained herein, during the continuance Clean-up Period, any breach of a representation or warranty or any Event Default which arises with respect to Vion shall not constitute or result in a default, drawstop, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration; provided that such breach or Default specified in clause (di) abovedoes not have a Material Adverse Effect on the Parent Borrower and its Restricted Subsidiaries taken as a whole, automatically such that the Parent Borrower and without any notice its Restricted Subsidiaries taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Agreement; (ii) was not knowingly procured or approved by the Parent Borrower, the principal of, ; and accrued interest on, the Loans (iii) is capable of remedy and the Note and all other amounts payable hereunder shall be due and payable reasonable steps are being taken to the Lender and the Commitment shall terminateremedy it.

Events of Default Remedies. If any of the following events (each, an “Event of Default”herein called "EVENTS OF DEFAULT") shall have occurred and not cured within the time allocated (whatever the reason for such Event of Default and whether it shall be continuing for any reason whatsoever (whether voluntary or involuntary, arising involuntary or effected by operation of law or otherwiseotherwise and such Event of Default shall be deemed to be continuing until waived by the Majority Holders in accordance with the terms hereof): (a) Obligor shall default in the due and punctual payment or permitted prepayment of all or any payment part of the principal of the Loans or the Note shall not be paid interest accrued on any Debenture when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by permitted notice of acceleration prepayment or otherwiseotherwise and such default shall continue for a period of fifteen (15) and days after notice in accordance with writing from Purchaser or the terms of this Agreement and the Note;Majority Holders; or (b) any payment of interest on the Loans Obligor or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Arete shall default in the performance or observance of any of its covenants, agreements or conditions contained in Section 8 of this Agreement and such default shall continue for a period of fifteen (15) days after notice in writing from Purchaser or the Majority Holders; or (c) Obligor or Arete shall default in the performance or observance of any of its covenants, agreements or conditions contained in this Agreement (other termthan those referred to in any subsection of this Section 10.1 other than this subsection (c)), covenant or agreement Obligor or Arete shall default in the performance or observance of any of its covenants, agreements or conditions contained hereinin any of the other Transaction Documents, and such default shall continue without cure for a period of 30 fifteen (15) days after receipt of written notice thereof in writing from Purchaser or the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madeMajority Holders; or (d) Arete or Obligor shall fail to pay any principal of, premium or interest when the same becomes due and payable (whether at scheduled maturity, or by acceleration, demand or otherwise); or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness and such default shall continue for a case period of fifteen (15) days after notice in writing from Purchaser or proceeding the Majority Holders; or (e) Obligor shall be commenced against apply for or consent to the Borrowerappointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its property, or the Borrower shall became insolvent, make a general assignment for the benefit of its creditors, commence a voluntary case under the Bankruptcy Code or the Borrower shall failforeign equivalent thereof, file a petition seeking to take advantage of any other debtor relief Statute, fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or the foreign equivalent thereof, admit in writing its inabilityinability to pay its debts generally as such debts become due or become insolvent or take any action under the laws of its jurisdiction of organization analogous to any of the foregoing; or (f) an inventory proceeding or case shall be commenced, to payin any court of competent jurisdiction, seeking the liquidation or reorganization of Obligor or readjustment of the Indebtedness of either, the appointment of a trustee, receiver, custodian, liquidator or the like of Obligor, or generally not of all or any substantial part of the assets of either of them, or similar relief in respect of Obligor, as the case may be, under any statute providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed. and in effect, for a period of 90 days; or an order for relief shall be payingentered in an involuntary case under the Bankruptcy Code, its debts as they become dueagainst Obligor; then during or action under the continuance laws of any Event the jurisdiction of Default (other than any Event organization of Default specified in clause (d) above), the Lender may by written notice Obligor analogous to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder foregoing shall be due taken with respect to any of Obligor and payable to the Lender shall continue undismissed, or unstayed and the Commitment shall terminate.in effect, for a period of sixty (60) days; or

Events of Default Remedies. If (a) After the occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. With respect to each Transaction, each of the following clauses (i) through (xviii) shall be an Event of Default under this Agreement: (i) Seller fails to repurchase the Purchased Loans upon the applicable Repurchase Date; (ii) Seller fails to comply in all material respects with Section 4 hereof; (iii) an Act of Insolvency occurs with respect to Seller, Operating Partnership, Guarantor or Manager; (iv) Seller, Operating Partnership or Guarantor makes a public disclosure or otherwise admits in writing that it is not Solvent or is not able or not willing to perform any of its obligations hereunder or under any other agreement to which it is a party; (v) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the following events Purchased Loans, or (eachB) if a Transaction is recharacterized as a secured financing, the Transaction Documents with respect to any Transaction shall for any reason cease to create a valid first priority security interest in favor of Buyer in any of the Purchased Loans (in each case, other than due to the act or omission of Buyer); (vi) if an event occurs which would constitute (a) an “event of default” under any Hedging Transaction or (b) a “termination event” or an “additional termination event” under any Hedging Transaction (and, in the case of this clause (b), Seller has failed to meet its obligation to pay the Early Termination Amount, if any, pursuant to the terms of such Hedging Transaction); (vii) failure of Buyer to receive within one (1) Business Day after any Remittance Date the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer); (viii) failure of Seller to make any other payment owing to Buyer which has become due, whether by acceleration or otherwise under the terms of this Agreement which failure is not remedied within the applicable period (in the case of a failure pursuant to Section 4) or three (3) Business Days (in the case of any other such failure); (ix) any governmental, regulatory, or self-regulatory authority shall have removed, suspended or terminated the material rights, privileges, or operations of Seller, Operating Partnership, Guarantor or Manager; (x) a Change of Control shall have occurred; (xi) any representation made by Seller, Operating Partnership or Guarantor in any Transaction Document shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated (other than the representations and warranties set forth in Section 10(b)(viii) of this Agreement made by Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect and which incorrect or untrue representation shall be solely used by Buyer as a basis to adjust the Market Value of the applicable Purchased Loan and to make determinations pursuant to Section 4(a) of this Agreement; provided further Seller shall not have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made) and such representation breach continues unremedied for ten (10) Business Days after the earlier of receipt of notice thereof from Buyer or the discovery of such failure by the applicable Person; (xii) Guarantor shall fail to observe any of the financial covenants set forth in the Guaranty or shall have defaulted or failed to perform under the Guaranty in any material respect; (xiii) a final non-appealable judgment by any competent court in the United States of America having jurisdiction over Seller for the payment of money in an amount greater than $100,000 (in the case of Seller) or $5,000,000 (in the case of the Operating Partnership or Guarantor) shall have been rendered against Seller, Operating Partnership or Guarantor, unless execution of such judgment is stayed by the posting of cash or a bond or other collateral acceptable to Buyer in the amount of the judgment or otherwise is discharged (or provision is made for such discharge); (xiv) Seller, Operating Partnership or Guarantor shall have defaulted or failed to perform under any note, indenture, loan agreement, guaranty, swap agreement or any other contract, agreement or transaction to which it is a party, which default (A) involves the failure to pay a monetary obligation in excess of $100,000 (in the case of Seller) or $5,000,000 (in the case of Operating Partnership or Guarantor), or (B) permits the acceleration of the maturity of obligations in excess of $100,000 (in the case of Seller) or $5,000,000 (in the case of Operating Partnership or Guarantor) by any other party to or beneficiary of such note, indenture, loan agreement, guaranty, swap agreement or other contract agreement or transaction; provided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Seller, Operating Partnership or Guarantor cures such default, failure to perform or breach, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement; (xv) Seller shall fail to maintain on deposit in the Liquidity Reserve Account at least the Required Liquidity Amount; (xvi) Manager resigns or is removed, terminated or otherwise no longer serves or is unable to serve as the asset manager and investment advisor of Guarantor pursuant to that certain Asset Management Agreement or Manager is in material breach of its duties or obligations under the Asset Management Agreement beyond any applicable notice and cure period and such Manager is not replaced with a successor manager reasonably acceptable to Buyer pursuant to an Asset Management Agreement acceptable to Buyer in its reasonable discretion within 60 days; (xvii) any condition or circumstance shall exist which causes, constitutes or could reasonably be expected to cause or constitute a Material Adverse Effect; or (xviii) if Seller or Guarantor shall breach or fail to perform any of the terms, agreements, conditions, covenants or obligations applicable to such Person under this Agreement, any other Transaction Document or any Purchased Loan Document to which such Person is a party, other than as specifically otherwise referred to in this definition of “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default breach or failure to perform is not cured remedied within two days; twenty (c20) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Business

Events of Default Remedies. (1) If any of Tenant shall default in the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal rent and shall fail to cure said default within five (5) days after the due date of the Loans such payment, or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise2) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower if Tenant shall default in the performance or observance of any other term, covenant material agreement or agreement contained herein, condition on its part to be performed or observed hereunder and such if Tenant shall fail to cure said default shall continue without cure for a period of 30 within thirty (30) days after receipt of Landlord shall have given written notice thereof from the Lenderto Tenant, or (3) if any representation person shall levy upon, or warranty contained herein take this leasehold interest or therein any part thereof, upon execution, attachment or other process of law, or (4) if Tenant shall at make an assignment of its property for the benefit of creditors, or (5) if Tenant shall be declared bankrupt or insolvent according to law, or (6) if any time prove to have been incorrect bankruptcy or misleading in any material respect when made; or (d) a case or proceeding insolvency proceedings shall be commenced by or against the BorrowerTenant, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of (7) if a receiver, liquidator, custodian, trustee or the like of the Borrower or assignee shall be appointed for all whole or any part of its Tenant's property, then, in any of such cases, Landlord lawfully may, immediately or at any time thereafter, and without any further notice or demand, enter into and upon the Borrower demised premises, by force or otherwise, and hold the demised premises as if this Lease had not been made, and expel Tenant and those claiming under it and remove its or their property (forcibly if necessary), without being taken or deemed to be guilty in any manner of trespass (or Landlord may send written notice to Tenant of the termination of this Lease), and upon entry as aforesaid (or in the event that Landlord shall make a general assignment for send to Tenant notice of termination as above provided, on the benefit fifth (5th) day next following the date of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during sending of the continuance of any Event of Default (other than any Event of Default specified in clause (d) abovenotice), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment Lease shall terminate. The parties acknowledge that, notwithstanding the foregoing, Landlord's remedies under this Section 11.01 may be limited by applicable laws governing the insolvency, liquidation or receivership of financial institutions.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of Upon the Loans or the Note shall not be paid when occurrence and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default and from and after such time as the Pledgee determines that based on all the facts and circumstances then existing, and in the exercise of its commercially reasonable judgment, the Pledgee reasonably believes that Fraud has occurred, subject to the Subordination Agreement, the Pledgee shall have and at any time may exercise with respect to the Pledged Collateral, the proceeds thereof, and any other property or money held by the Pledgee hereunder, all rights and remedies available to it under law, including, without limitation, those given, allowed or permitted to a secured party by or under the Code, and all rights and remedies provided for herein and in the Purchase Agreement. (b) Without limiting the foregoing, in the event that the Pledgee elects to sell the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other than shares of stock or securities at any Event time forming part of Default specified in clause (d) abovethe Pledged Collateral), the Lender may by written notice Pledgee shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Pledgee deems to be satisfactory. Notice of any public sale shall be sufficient if it describes the Pledged Collateral to be sold in general terms, and is published at least once in The New York Times not less than ten (10) days prior to the Borrower declaredate of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Pledgee may elect. All requirements of reasonable notice under this Section 9 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Pledgor at its address set forth in Section 16 hereof or such other address as the Pledgor may have, in whole writing, provided to the Pledgee. The Pledgee may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale. (c) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Pledgee, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended, or under applicable Blue Sky or other state securities laws as now or hereafter in parteffect, the principal of, Pledgor agrees that the Pledgee may from time to time attempt to sell the Pledged Stock by means of a private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Pledgee deems appropriate and accrued interest on, the Loans who agree that they are purchasing for their own accounts for investment and the Note and all other amounts owing hereunder not with a view to bedistribution, and the Loans Pledgee's acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. To the extent permitted by law, the Pledgee or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Pledgee shall not be obligated to make any such sale pursuant to notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Pledgee upon credit or for future delivery, the Pledgee shall not be liable for the failure of the purchaser to pay for same and, in such event, the Pledgee may resell such Pledged Stock and the Note and such other amounts Pledgor shall thereupon and continue to that extent become, due and payable be liable to the Lender. During Pledgee for the continuance full amount of any Event of Default specified the Obligations to the extent the Pledgee does not receive full and final payment in clause cash therefor. (d) above, automatically and without any notice to Except as otherwise provided in the BorrowerPurchase Agreement or by applicable law, the principal of, and accrued interest on, Pledgee shall have the Loans and sole right to determine the Note and all other amounts payable hereunder order in which Obligations shall be due and payable to deemed discharged by the Lender and application of the Commitment shall terminateproceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.

Events of Default Remedies. If In case any one or more of the following events (eachevents, an “Event herein termed "Events of Default”) ", shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntaryhappen; that is to say, arising or effected by operation of law or otherwise):in case: (a) The occurrence of any payment of principal of the Loans event or the Note shall not be paid when and existence of any condition specified as due (whether at maturity, by reason an "Event of acceleration or otherwise) and in accordance with Default" under the terms of this Agreement and the Note;Credit Agreement; or (b) The Owner ceases to be a citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, for the purpose of operating the Vessels in the coastwise trade; then, and in each and every such case, the Mortgagee may: (1) by notice in writing to the Owner, declare the entire unpaid balance of the indebtedness hereby secured to be immediately due and payable; and thereupon all such unpaid balance, together with all accrued interest thereon, shall be and become immediately due and payable; (2) exercise all of the rights and remedies in foreclosure and otherwise given to a mortgagee by the laws of any payment applicable jurisdiction; (3) take the Vessels, or any of interest on them, wherever the Loans same may be, without legal process and without being responsible for loss or damage; and the Note Owner or other person in possession forthwith upon demand of the Mortgagee shall not surrender to the Mortgagee possession of the Vessels and the Mortgagee may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem to be paid when for its best advantage, accounting only for the net profits, if any, arising from such use of the Vessels and as due charging upon all receipts from the use of the Vessels or from any sale thereof or from the exercise of any of the powers conferred by subparagraph (whether at maturity4) next following, all costs, expenses, charges, damages or losses by reason of acceleration such use; and (4) demand, collect, receive, compromise and xxx for, so far as may be permitted by law, in the name of the Owner, all freight, hire, earnings, issues, revenues, income and profits of the Vessels, all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise) , all salvage awards and recoveries, all recoveries in accordance with the terms of this Agreement and the Notegeneral average or otherwise, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder sums due or to bebecome due in respect of the Vessels, or in respect of any insurance thereon, from any person whomsoever, and to make, give and execute in the name of the Owner acquittances, receipts, releases or other discharges for the same, and to endorse and accept in the name of the Owner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing, and the Loans Owner does hereby irrevocably appoint the Mortgagee or its appointees, successors or assigns the true and lawful attorneys-in-fact of the Note and such other amounts shall thereupon and to that extent becomeOwner, due and payable to upon the Lender. During the continuance happening of any an Event of Default specified in clause (d) aboveDefault, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and do all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminatesaid acts.

Events of Default Remedies. If any of A. Subject to the grace and cure periods set forth in subparagraph 23(P),infra, the following events (each, an “Event or any one or more of Default”) them shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation events of law or otherwise):default under this Lease: (ai) Lessee shall fail to pay any payment of principal of Minimum Annual Rent, Additional Rent or other sums payable hereunder when the Loans or the Note shall not be paid when same are due and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when madepayable; or (dii) a case or proceeding Lessee shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee perform or the like comply with any of the Borrower other terms, covenants, agreements or for all or any part of its property, or the Borrower conditions hereof; or (iii) Lessee shall make a general assignment for the benefit of its creditors, creditors or the Borrower shall fail, or admit in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during , or shall file a petition in bankruptcy or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not, contesting the continuance material allegations of a petition against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any Event trustee, receiver or liquidator of Default Lessee or any material part of its property; or (other than any Event of Default specified in clause iv) If within sixty (d60) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance days after commencement of any Event proceedings against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation or dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed or, if, within sixty (60) days after the appointment without the consent or acquiescence of Default specified Lessee of any trustee, receiver or liquidator of Lessee or any material part of its properties, such appointment shall not have been vacated (v) Lessee shall vacate the Premises in clause violation of Paragraph 28 hereof. B. In the event of any such event of default (dregardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with 'the terms of this Lease) above, automatically and without Lessor at any notice to time thereafter may exercise any one' or more of the Borrower, following remedies: (i) Intentionally Deleted by the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Parties

Events of Default Remedies. If any of the following events (each, an “Event "Events of Default”") shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) the Borrower shall fail to pay any payment of principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise) ; or the Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and in accordance as the same shall become due and payable, and such failure with the terms respect to such reimbursement obligations shall continue unremedied for a period of this Agreement and the Notethree days; (b) the Borrower shall fail to pay any payment of interest on the Loans any Loan or the Note shall not be paid any fee or 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 (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two failure shall continue unremedied for a period of five days; (c) any representation, warranty or certification made or deemed made by or on behalf of the Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been incorrect when made or deemed made; (d) the Borrower shall default in the performance fail to observe or observance of perform any other termcovenant, covenant condition or agreement contained hereinin Sections 5.02(a) or in Article VI or in Article VII of this Agreement; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such default failure shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the LenderAdministrative Agent to the Borrower; (f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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 any representation to require the prepayment, repurchase, redemption or warranty contained herein defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or therein shall at any time prove to have been incorrect condemnation event) of the property or misleading in any material respect when made; orassets securing such Indebtedness; (dg) a case or an involuntary proceeding shall be commenced against or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the BorrowerBorrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, 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 shall commence or any Restricted Subsidiary or for a voluntary substantial part of its assets, and, in any such case, in either case such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Bankruptcy LawFederal, in each case as state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article VII, (iii) apply for or consent to the appointment of a receiver, liquidatortrustee, custodian, trustee sequestrator, conservator or the like of similar official for the Borrower or any Restricted Subsidiary or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or the Borrower shall (v) make a general assignment for the benefit of its creditors, or ; (i) the Borrower or any Restricted Subsidiary shall failbecome unable, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution is available to the judgment creditor and shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon any assets of the Borrower or any Restricted Subsidiary to enforce any such judgment; (k) an ERISA Event shall have occurred that could reasonably be expected to result in a Material Adverse Effect; (l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) as a result of the Disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent's failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or (iii) as to Collateral consisting of real property, to the extent such losses are covered by a Lender's title insurance policy; (m) any of the Subsidiary Guaranty, the Security Agreement or any Mortgage shall for any reason cease to be in full force and effect and valid, binding and enforceable in accordance with its terms after its date of execution, or the Borrower or any other Loan Party shall so state in writing; then or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)such event, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal ofAdministrative Agent may, and accrued interest onat the request of the Required Lenders shall, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any by notice to the Borrower, take either or both of the principal offollowing actions, at the same or different times: (i) terminate the Commitments, and accrued interest onthereupon the Commitments shall terminate immediately, and (ii) declare the Loans and the Note and all other amounts payable hereunder shall then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Lender Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the Commitment principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall terminateautomatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower. In addition, if any Event of Default shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Administrative Agent, for the benefit of the Secured Parties, to secure payment and performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by the laws of the State of Texas or any other jurisdiction, by any of the Loan Documents, by equity, or otherwise.

Events of Default Remedies. 12.1 If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower Tenant shall default in the payment of Annual Rent or Additional Rent on the date provided for in this Lease, and if such default shall continue for a period of five (5) days after the date when due; or in the event that Tenant shall default or fail in the performance or observance of any other term, a covenant or agreement contained hereinon its part to be performed in this Lease (other than the payment of Rent), and such default shall continue without cure not have been cured for a period of 30 thirty (30) days after receipt by Tenant of written notice thereof of said default from the LenderLandlord, or any representation if such default cannot, with due diligence, be cured within thirty (30) days, and Tenant shall not have commenced the remedying thereof within such period or warranty contained herein shall not be proceeding with due diligence; or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerif Tenant becomes insolvent, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit admits in writing its inability, the inability to pay, or generally not be paying, pay its debts as they become due, is adjudged bankrupt (by way of voluntary or involuntary petition) under the Federal Bankruptcy Act or any Federal insolvency proceedings as now in effect or hereafter amended, seeks reorganization or similar arrangement or relief under the Federal Bankruptcy Act or any Federal insolvency proceedings, or makes an assignment for the benefit of creditors, or if a receiver or trustee is appointed in connection with any of the foregoing or similar proceedings; then during or if there shall occur a dissolution of liquidation, or commencement of an action for dissolution or liquidation of the continuance Tenant which is not vacated or stayed within one hundred twenty (120) days after the commencement of such action, then, and in any Event of Default (other than such case, Landlord, at any Event of Default specified in clause (d) above)time thereafter, the Lender may by give written notice to the Borrower declareTenant, specifying such event of default stating that this Lease shall expire on the date specified in whole such notice which shall be at least thirty (30) days after the giving of such notice and upon the date specified in such notice, this Lease and all rights of the Tenant hereunder shall terminate, title to the improvements shall vest in Landlord but Tenant shall remain liable as hereafter provided. Upon the expiration of this Lease in the manner above set forth or from by summary proceedings or by any other appropriate legal action or proceedings, Landlord may, without further notice, re-enter the Demised Premises and dispossess Tenant or any person or persons occupying said premises and so to re-possess and enjoy the Demised Premises, subject, however, to the rights of any Occupancy Tenants. 12.2 Should the Term at any time to time be ended under the terms and conditions hereof, or in partany other way, the principal ofTenant hereby covenants and agrees to surrender and deliver up the Demised Premises and property peaceably to the Landlord immediately upon the termination of such Term. 12.3 Notwithstanding anything contained herein to the contrary, if Tenant shall have been in default under this Section 13 more than two (2) times in any twelve (12) month period, notwithstanding any subsequent cure of the default, such default may no longer be capable of being cured at Landlord’s election. 12.4 No termination or expiration of this Lease pursuant to this Section 13 or any other terms and provisions of this Lease, or any termination by summary proceedings or otherwise, shall relieve Tenant of its liability, obligations, and accrued interest onany damages under this Lease and any renewal or extension thereof, if the Loans right to renew or extend is exercised by Tenant, and such liability, obligations, and damages shall survive any such termination or expiration. 12.5 Nothing contained herein shall prevent the enforcement of any claim Landlord may have against Tenant for anticipatory breach of the unexpired term of this Lease. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall have the right of injunction and the Note right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease or otherwise. No receipt of rent by Landlord from Tenant after the termination of this Lease or after giving any notice, shall reinstate, continue or extend the term of this Lease. No receipt of rent after the commencement of suit, or after final judgment for possession of the Premises, shall reinstate, continue or extend the term, or affect the suit of said judgment. Any remedies specifically provided for in this Lease are in addition to and not exclusive of any other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable remedy available to the LenderTenant or the Landlord under applicable law. During Any measure or damages provided for in this Lease shall not be deemed to limit or prejudice the continuance Landlord's right to prove and obtain all the damages which it may sustain as a result of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder breaches of this Lease. Tenant shall be due and payable to reimburse Landlord for all legal fees incurred by Landlord in enforcing the Lender and terms of or arising out of or in connection with this Lease upon a default of the Commitment shall terminateLease by Tenant beyond applicable cure periods.

Events of Default Remedies. If any Each of the following events (each, after any applicable grace or cure periods shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):"EVENT OF DEFAULT" hereunder: (a) if (i) any installment of interest is not paid within five (5) days after the same is due, (ii) the entire Indebtedness is not paid on or before the Maturity Date (or if the Maturity Date has been accelerated, upon such acceleration), or (iii) any other payment of principal of or charge due under the Loans Note, this Mortgage or the Note shall any other Loan Documents is not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notedue; (b) if any payment of Taxes payable directly to the billing authority by Mortgagor are not paid before interest becomes payable on the Loans amount due or a penalty is assessed (provided that the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms foregoing provisions of this Agreement and clause (b) shall be subject to the Noteright to contest Taxes granted to Mortgagor in PARAGRAPH 4(b) of this Mortgage, and such default is not cured within two daysbut only for so long as the conditions in PARAGRAPH 4(b) of this Mortgage remain satisfied); (c) if the Borrower Policies are not kept in full force and effect and are not delivered to Mortgagee when required hereunder, or if the Policies are not delivered to Mortgagee within ten (10) days after written request by Mortgagee; (d) if any of the provisions of PARAGRAPHS 7, 9, 19 or 39 herein are violated or not complied with; (e) if any of the events described in PARAGRAPH 41 shall default occur; (f) if at any time any representation or warranty of Mortgagor or any Guarantor made herein or in any guaranty, agreement, certificate, report, affidavit, owner's Loan No. 651S370 affidavit, financial statement or other instrument furnished to Mortgagee shall be materially false or misleading in any respect; (g) if any mortgagee under a mortgage on the Mortgaged Property, whether superior or subordinate to this Mortgage (i) demands payment in full or otherwise accelerates any indebtedness of Mortgagor or (ii) otherwise commences the exercise of any remedy available to such party under any Loan Document; (h) if Mortgagor fails to cure promptly any violation of any law or ordinance affecting the Mortgaged Property (provided that the foregoing provisions of this clause (h) shall be subject to any right to contest such violation specifically granted to Mortgagor in PARAGRAPH 8 of this Mortgage); (i) if any Guaranty (as hereinafter defined) is terminated or any event or condition occurs which, in the performance or observance sole judgment of Mortgagee, may impair the ability of any Guarantor to perform its obligations under any Guaranty or any Guarantor attempts to withdraw, cancel or disclaim any Guaranty; (j) if a default by Mortgagor under any of the other termterms, covenant covenants or agreement contained hereinconditions of the Note, this Mortgage or any other Loan Document shall occur and such default shall continue without not have been cured within thirty (30) days after notice from Mortgagee, provided that if such default is not susceptible of being cured within such thirty (30) day period and Mortgagor shall have commenced the cure of such default within such thirty (30) day period and thereafter diligently pursues such cure to completion, then such thirty (30) day period shall be extended for a period of 30 ninety (90) days after receipt of written notice thereof from the Lenderoccurrence of the default, provided, further, that the notice and grace period set forth in this subparagraph (j) shall not apply to any other Event of Default expressly set forth in this PARAGRAPH 20 or to any other Event of Default defined as such in any other Loan Document or to any other covenant or condition with respect to which a grace period is expressly provided elsewhere; or (k) if any of the provisions of PARAGRAPHS 42(d) and/or PARAGRAPH 42(f) are violated or not complied with, and/or if any representation or warranty contained herein or therein in PARAGRAPH 42(b) and/or 42(c) shall at any time prove to have been incorrect false or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under and/or if any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or events described in PARAGRAPH 42(e) shall occur. Upon the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance occurrence of any Event of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may by written notice to Indebtedness shall immediately become due at the Borrower declare, in whole or from time to time in part, option of Mortgagee. Upon the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified Default, Mortgagor shall pay interest on the entire unpaid principal balance of the Note, as defined in clause (d) aboveand provided for in the Note. Upon the occurrence of any Event of Default, automatically and without any notice Mortgagee may, to the Borrowerextent permitted under applicable law, elect to treat the principal offixtures included in the Mortgaged Property either as real property or as personal property, or both, and accrued interest onproceed to exercise such rights as apply thereto. With respect to any sale of real property included in the Mortgaged Property made under the powers of sale herein granted and conferred, the Loans and the Note and all other amounts payable hereunder shall be due and payable Mortgagee may, to the Lender extent Loan No. 6518370 permitted by applicable law, include in such sale any fixtures included in the Mortgaged Property and the Commitment shall terminaterelating to such real property.

Events of Default Remedies. If (a) Upon the occurrence, and during the continuance of, an Event of Default, Borrower hereby appoints Lender as its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Each of the following events (each, i) through (xiii) below shall constitute an “Event of Default”: (i) Borrower fails to pay interest due on account of the Loan, and such failure continues for five (5) Business Days after the applicable Remittance Date; (ii) Borrower fails to pay the Obligations which are monetary in nature in full on the Maturity Date; (iii) a Change of Control shall have occurred; (iv) an Act of Insolvency shall have occurred and be continuing for any reason whatsoever (whether voluntary with respect to Borrower or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Noteeither Guarantor; (bv) Borrower shall violate any payment of interest on the Loans or the Note shall not be paid when and as due covenants set forth in Sections 9(a) through (whether at maturity, by reason of acceleration or otherwisee) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two dayshereof; (cvi) the any representation made by Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading untrue in any material respect when mademade or repeated or deemed to have been made or repeated; (vii) a final non-appealable judgment by any competent court in the United States of America for the payment of money in an amount greater than $50,000.00 shall have been rendered against Borrower, Guarantor or the Trust, and remained undischarged or unpaid for a period of ninety (90) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Lender; (viii) if Borrower’s fails to comply with the provisions of Article 7 hereof upon the acquisition by Borrower (or its Affiliate) of fee title to the Mortgaged Property by the foreclosure or acceptance of a deed in lieu of the foreclosure of the Mortgage; (ix) if Borrower shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within thirty (30) days after notice thereof to Borrower from Lender, provided, however, that if such breach or failure is not capable of being cured within thirty (30) days, then the time to cure shall be extended for an additional period, not to exceed sixty (60) days, so long as Borrower commences the curing of such default within thirty (30) days after notice thereof to Borrower, and thereafter diligently prosecutes the curing thereof; or (dx) a case or proceeding the occurrence of an “Event of Default” under any of the other Transaction Documents. (b) If an Event of Default shall occur and be continuing, the following rights and remedies shall be commenced against available to Lender: (A) Lender may accelerate all Obligations which are monetary in nature; (B) Lender may immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Lender may reasonably deem satisfactory, the Collateral. The proceeds of any disposition of the Mortgage Loan effected pursuant to this Section 13(b) shall be applied, (x) first, to the payment of the reasonable costs and expenses incurred by Lender under any of the Transaction Documents in connection with Borrower’s default; and (y) second, to the payment of the Obligations which are monetary in nature. (ii) Borrower shall be liable to Lender for (A) the amount of all expenses, including reasonable legal fees and expenses, protective advances, transfer taxes or fees, third-party consultant fees for environmental, appraisal, building condition or other reports or services, actually incurred by Borrower in connection with or as a consequence of an Event of Default, and (B) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default. (iii) The parties recognize that it may not be possible to sell the Mortgage Loan on a particular date, or in a particular manner because the Borrower market for the Mortgage Loan may not be liquid. In view of the nature of the Mortgage Loan, the parties agree that liquidation of the Purchased Loan does not require a public purchase or sale and that a good faith private purchase or sale shall commence be deemed to have been made in a voluntary casecommercially reasonable manner. Accordingly, Lender may elect, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contestits sole discretion, the appointment time and manner of a receiverliquidating the Mortgage Loan, liquidator, custodian, trustee or and nothing contained herein shall obligate Lender to liquidate the like of Mortgage Loan on the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of any an Event of Default or to liquidate the Purchased Loan in a particular manner or on a particular date. (iv) Lender shall have, in addition to its rights and remedies under this Agreement and the other than Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Lender and Borrower. Without limiting the generality of the foregoing, Lender shall be entitled to set off the proceeds of the liquidation of the Mortgage Loan against the Obligations, without prejudice to Lender’s right to recover any deficiency. (v) Subject to the notice and grace periods set forth herein, Lender may exercise any or all of the remedies available to Lender immediately upon the occurrence of an Event of Default specified in clause (d) above)and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, the Lender may by written notice to the Borrower declare, in whole or as amended from time to time in parttime, the principal of, are cumulative and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance not exclusive of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the rights or remedies which Lender and the Commitment shall terminatemay have.

Events of Default Remedies. If any (a) Each of the following events (eachshall, upon its occurrence and during its continuance, be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):: (ai) (A) Seller fails to remit any payment of principal of the Loans Price Differential or the Note shall not be paid Repurchase Price when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with to Buyer pursuant to the terms of this Agreement and the Note; hereof or fails to cure any Margin Deficit as provided in Section 4; or (bB) Seller fails to remit when due any Income, fees, escrow payment of interest on the Loans or the Note shall not be paid when and as any other amount due (whether at maturity, by reason of acceleration or otherwise) and in accordance with to Buyer pursuant to the terms of this Agreement and the Note, hereof or any other Transaction Document and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure failure continues unremedied for a period of 30 days after receipt of written notice thereof from two (2) Business Days; or (ii) Seller fails to repurchase any Purchased Mortgage Loan at the Lender, or time and for the amount required hereunder and such failure continues unremedied for one (1) Business Day; or (iii) (A) any representation or warranty contained herein made by Seller or therein shall at any time prove to have been incorrect Guarantor in this Agreement or misleading any other Transaction Document is untrue, inaccurate or incomplete in any material respect (each such representation or warranty, a “Materially False Representation”) on or as of the date made; provided that if any representation or warranty in Section 10(a)(i) or Section 10(b) or on Exhibit B-1 or Exhibit B-2 (a “Loan Level Representation”) was when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence has become, a voluntary caseMaterially False Representation, in either case seeking relief under any Bankruptcy Law, in each case as now then that Materially False Representation will not constitute a Default or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any an Event of Default — although such Materially False Representation will cause each affected Purchased Mortgage Loan to cease to be an Eligible Mortgage Loan and Seller shall be obligated to repurchase it from Buyer promptly after learning from any source of its ineligibility — unless both (other than any 1) such Loan Level Representation relates to five (5) or more Purchased Mortgage Loans and (2) when such Loan Level Representation was made, a Responsible Officer of Seller had actual knowledge that it was being made and that it was untrue, inaccurate or incomplete in a material respect, in which event such Materially False Representation will constitute an Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.Default; or

Events of Default Remedies. If any Each of the following events (each, shall be an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):Default hereunder: (a) Failure of any payment Guarantor to pay any Guaranteed Obligations upon receipt of principal of demand by the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and Trustee to such Guarantor given in accordance with the terms of this Agreement and the Note;Section 20 hereof. (b) any payment The dissolution or liquidation of interest on the Loans a Guarantor or the Note filing by a Guarantor of a voluntary petition in bankruptcy, or the entry of any order or decree granting relief in any involuntary case commenced against a Guarantor under any present or future federal bankruptcy act or any similar federal or state law, or a petition for such an order or decree shall be filed in any court and such petition shall not be paid when and as due (whether at maturity, by reason of acceleration discharged or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured denied within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 ninety days after receipt of written notice thereof from the Lenderfiling thereof, or any representation or warranty contained herein or therein if a Guarantor shall at any time prove admit in writing its inability to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrowerpay its debts generally as they become due, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or liquidator of a Guarantor shall be appointed in any proceeding brought against the like Guarantor and shall not be discharged within ninety days after such appointment or if a Guarantor shall consent to such appointment, or assignment by the Guarantor of the Borrower or for all or any part substantially all of its property, or the Borrower shall make a general assignment assets for the benefit of its creditors, or the Borrower shall failentry by the Guarantor into an agreement of composition with its creditors with respect to all or substantially all of its assets, or admit a bankruptcy, insolvency or similar proceeding shall be otherwise initiated by or against a Guarantor under any applicable bankruptcy, reorganization or analogous law as now or hereafter in writing its inabilityeffect and if initiated against the Guarantor shall remain undismissed (subject to no further appeal) for a period of ninety days; provided, to paythe term “dissolution or liquidation of a Guarantor,” as used in this subsection, or generally shall not be paying, construed to include the cessation of the existence of a Guarantor resulting either from a merger or consolidation of the Guarantor into or with another entity or a dissolution or liquidation of the Guarantor following a transfer of all or substantially all of its debts assets as they become duean entirety; then during the continuance of any and provided further that an Event of Default shall not be triggered under this Subsection (other b) if the Company and the unaffected Guarantor or Guarantors shall continue to own more than 50% of the consolidated assets of the Company and the Subsidiaries. (c) If any representation made by a Guarantor contained in this Guaranty was false or misleading in any material respect at the time it was made or delivered. Whenever an Event of Default specified shall have happened and be continuing, (a) the Trustee in clause (d) above), the Lender manner provided in Section 7.1 of the Indenture may by written notice to declare the Borrower declare, in whole or from time to time in part, the entire unpaid principal of, or redemption premium, if any, and accrued interest onon the Series 2005R-2 Bonds to be immediately due and payable, and (b) the Loans Trustee may, in its discretion, or shall upon the written request of the Holders of 66 2/3% in principal amount of Series 2005R-2 Bonds then Outstanding, take whatever action at law or in equity as may appear necessary or desirable to collect payments then due or thereafter to become due hereunder or to enforce observance or performance of any covenant or agreement of the Guarantors under this Guaranty. In case the Trustee shall have proceeded to enforce this Guaranty and such proceedings shall have been discontinued or abandoned for any reason, then and in every such case each Guarantor and the Note Trustee, subject to any determination in any applicable proceeding, shall be restored respectively to their several positions and rights hereunder, and all other amounts owing hereunder to berights, remedies and powers of the Guarantors and the Loans and the Note and Trustee shall continue as though no such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateproceeding had been taken.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) any payment of principal Seller shall fail to repurchase Purchased Assets upon the applicable Repurchase Date; (ii) Buyer shall fail to receive on any Remittance Date the accreted value of the Loans Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Note Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made) (except that such failure shall not be paid when an Event of Default by any Seller if sufficient Income, including Principal Payments which would otherwise be remitted to a Seller pursuant to Article 5 of this Agreement, is on deposit in the Depository Account and as due the Depository fails to remit such funds to Buyer); (whether at maturityiii) any Seller shall fail to cure any Margin Deficit, by reason of acceleration to the extent such Margin Deficit equals or otherwise) and exceeds the Minimum Transfer Amount, in accordance with Article 4 of this Agreement; (iv) any Seller shall fail to make any payment not otherwise addressed under this Article 13(a) owing to Buyer that has become due, whether by acceleration or otherwise under the terms of this Agreement and the NoteAgreement, which failure is not remedied within five (5) Business Days of notice thereof; (bv) any payment Seller shall default in the observance or performance of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and any agreement contained in accordance with the terms Article 11 of this Agreement and such default shall not be cured within ten (10) Business Days after notice by Buyer to such Seller; (vi) an Act of Insolvency occurs with respect to a Seller; (vii) any Seller shall admit to any Person its inability to, or its intention not to, perform any of its obligations hereunder; (viii) the NoteCustodial Agreement, the Depository Agreement or any other Transaction Document or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by Seller; (ix) any Seller shall be in default under (i) any Indebtedness of such Seller, which default (1) involves the failure to pay a matured obligation in excess of $5,000,000, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $5,000,000; or (ii) any other material contract to which such Seller is a party which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is $5,000,000; (x) any Seller shall be in default under any Indebtedness of such Seller to Buyer or any of its present or future Affiliates, which default (1) involves the failure to pay a matured obligation, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; (xi) (i) any Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (ii) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of such Seller or any ERISA Affiliate, (iii) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) 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 Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) any Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan 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 any, could reasonably be expected to have a Material Adverse Effect; (xii) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Assets, and such default condition is not cured by a Seller within two daysfive (5) Business Days after notice thereof from Buyer to such Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Purchased Assets; (cxiii) an “Event of Default,” “Termination Event,” “Potential Event of Default” or other default or breach, however defined therein, occurs under any Hedging Transaction on the Borrower shall default in part of a Seller, or the performance or observance of counterparty to such Seller on any other termsuch Hedging Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge Counterparty, covenant or agreement contained hereinthat is otherwise not cured within any applicable cure period thereunder or, and if no cure period exists thereunder, which is not cured by such default shall continue without cure for a period of 30 days Seller within five (5) Business Days after receipt of written notice thereof from the Lenderan Affiliated Hedge Counterparty or Qualified Hedge Counterparty to such Seller; (xiv) any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of a Seller, which suspension has a Material Adverse Effect in the determination of Buyer and that is not cured by Seller, within fifteen (15) Business Days after notice thereof from Buyer to Seller; (xv) any condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole discretion exercised in good faith and that is not cured by Seller, within three (3) Business Days after notice thereof from Buyer to Seller; (xvi) any representation or warranty contained herein or therein made by a Seller to Buyer shall at any time prove to have been incorrect or misleading untrue in any material respect when made; ormade or repeated or deemed to have been made or repeated (other than the representations and warranties of Seller set forth in Exhibit VI and Article 10(b)(x)(D)); (dxvii) a case final non-appealable judgment by any competent court in the United States of America for the payment of money in an amount greater than $5,000,000 shall have been rendered against a Seller, and remained undischarged or proceeding unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer; and (xviii) if any Seller shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, breach or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like perform any of the Borrower terms, covenants, obligations or for all conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or any failure to perform is not remedied within the earlier of fifteen (15) days after (a) delivery of notice thereof to such Seller by Buyer, or (b) actual knowledge on the part of such Seller of such breach or failure to perform; provided, that, if Buyer determines, in its propertysole discretion, or that any such breach is capable of being cured and such Seller is diligently and continuously pursuing such a cure in good faith but is not able to do so on a timely basis, such Seller shall have an additional period of time, not to exceed thirty (30) additional days, within which to complete such cure. (b) After the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, each Seller hereby appoints Buyer as attorney-in-fact of such Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing with respect to such Seller, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to such Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to such Seller), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Article 13(b)(i) of this Agreement: (A) each Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or each Seller from time to time in part, the principal ofpursuant to Article 5 of this Agreement and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 13(b)(iii) of this Agreement); and (C) the Custodian shall, upon the Loans request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets. (iii) Upon the occurrence of an Event of Default with respect to a Seller, Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or all of the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Sellers credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing hereunder by Sellers under the Transaction Documents. The proceeds of any disposition of Purchased Assets effected pursuant to bethis Article 13(b)(iii) shall be applied, (u) first, to the costs and expenses incurred by Buyer in connection with such Seller’s default; (v) second, to consequential damages, including, but not limited to, costs of cover and/or Hedging Transactions, if any; (w) third, to the Repurchase Price; (x) fourth, to any Breakage Costs or any other outstanding obligation of Sellers to Buyer; and (y) fifth, to return any excess to Sellers. (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Assets may not be liquid. In view of the nature of the Purchased Assets, the parties agree that liquidation of a Transaction or the Purchased Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Assets, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Assets on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. (v) Each Seller shall be liable to Buyer and its Affiliates and shall indemnify Buyer and its Affiliates for (A) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred by Buyer in connection with or as a consequence of an Event of Default with respect to Seller and (B) all costs incurred by Buyer in connection with Hedging Transactions in the event that such Seller, from and after an Event of Default, takes any action to impede or otherwise affect Buyer’s remedies under this Agreement. (vi) Buyer shall have, in addition to its rights and remedies under the Transaction Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, if the Transactions are recharacterized as secured financings, the rights and remedies of a secured party under the UCC of the State of New York, to the extent that the UCC is applicable, and the Loans right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and each Seller. Without limiting the Note and generality of the foregoing, Buyer shall be entitled to set off the proceeds of the liquidation of the Purchased Assets against all of such other amounts shall thereupon and Seller’s obligations to that extent becomeBuyer under this Agreement, due and payable without prejudice to Buyer’s right to recover any deficiency. (vii) Subject to the Lender. During notice and cure periods set forth herein, Buyer may exercise any or all of the continuance remedies available to Buyer immediately upon the occurrence of any an Event of Default specified in clause with respect to any Seller and at any time during the continuance thereof. All rights and remedies arising under the Transaction Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Buyer may have. (dviii) aboveBuyer may enforce its rights and remedies hereunder without prior judicial process or hearing, automatically and without each Seller hereby expressly waives any notice defenses such Seller might otherwise have to require Buyer to enforce its rights by judicial process. Each Seller also waives, to the Borrowerextent permitted by law, any defense such Seller might otherwise have arising from the principal ofuse of nonjudicial process, disposition of any or all of the Purchased Assets, or from any other election of remedies. Each Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and accrued interest on, are the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateresult of a bargain at arm’s length.

Events of Default Remedies. If any of the following events shall have occurred and be continuing (eachwhatever the reason for such event and whether it shall be voluntary or involuntary or by operation of law or otherwise), it shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):: (aA) the Borrower shall default in the due and punctual payment or prepayment of all or any payment of principal part of the Loans principal of, or the prepayment charge (if any) on, any Note shall not be paid when and as the same shall become due (and payable, whether at stated maturity, by reason acceleration, by notice of acceleration prepayment or otherwise) and in accordance with the terms of this Agreement and the Note; (bB) the Borrower shall default in the due and punctual payment or prepayment of any payment of interest on the Loans any Note or the any other sum or amount due under any Note shall not be paid or this Agreement when and as such interest, sum or amount shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysshall continue for a period of five (5) Business Days; (cC) the Borrower shall default in the performance or observance of any covenant, agreement or condition contained in Section 8(E) and Sections 11.1 through 11.11 hereof, inclusive; (D) the Borrower shall default in the performance or observance of any other termcovenant, covenant agreement or agreement condition contained herein, in this Agreement and such default shall continue without cure for a period of 30 days after receipt following the earlier to occur of written (i) notice thereof of such default from any holder of a Note or (ii) the date on which any Authorized Officer of Holdings, the Borrower or any of their Subsidiaries otherwise becomes aware of the existence of such default; (E) any event shall occur or any condition shall exist in respect of any Debt of Holdings, the Borrower or their Subsidiaries in excess of $2,000,000 in the aggregate for all such Debt (other than the Funded Debt evidenced by this Agreement and the Notes), which constitutes a breach, default or event of default under any agreement or document securing or relating to any such Debt (following all applicable notice or grace periods), the effect of which is to cause, or to permit any holder or holders of such Debt or an agent or trustee to cause, the acceleration of the maturity of such Debt; (F) final order, decree or judgment for the payment of money shall be rendered by a court of competent jurisdiction against Holdings, the Borrower or any of their Subsidiaries, and Holdings, the Borrower or such Subsidiary, as the case may be, shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, within 60 days from the Lenderdate of entry thereof and within said period of 60 days, or such longer period during which execution of such order, decree or judgment shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal, and such order, decree or judgment together with all other such orders, decrees or judgments then existing shall exceed in the aggregate $3,000,000 (net of insurance proceeds actually received, if any); (G) any representation representation, warranty, certification or warranty contained herein statement made by or therein on behalf of the Borrower or Holdings in this Agreement or by or on behalf of any Subsidiary Guarantor in the Subsidiary Guarantees or in any certificate, instrument, financial statement or other document now or hereafter delivered hereunder or thereunder or pursuant to or in connection with any provision hereof or thereof shall at any time prove to have been be false or incorrect or misleading breached in any material respect when on the date as of which made; or; (dH) a proceeding or case or proceeding shall be commenced commenced, without the application or consent of Holdings, the Borrower or any of their Subsidiaries in any court of competent jurisdiction, seeking (1) the liquidation, reorganization, dissolution, winding up of any thereof or composition or readjustment of the debts of any of them, or (2) similar relief in respect of Holdings, the Borrower or any of their Subsidiaries under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 90 days; or an order for relief shall be entered in an involuntary case under the applicable bankruptcy laws against Holdings, the BorrowerBorrower or any of their Subsidiaries; or action under the laws of the jurisdiction of organization of any of Holdings, the Borrower or any of their Subsidiaries analogous to any of the foregoing shall be taken with respect to any of Holdings, the Borrower or any of their Subsidiaries and shall continue undismissed, or unstayed and in effect, for a period of 90 days; (I) Holdings, the Borrower or any of their Subsidiaries shall (1) apply for or consent to the appointment of, or the Borrower shall commence a voluntary casetaking of possession by, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like liquidator of the Borrower itself or for of all or any a substantial part of its propertyProperty, or the Borrower shall (2) be generally unable to pay its debts as such debts become due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the applicable bankruptcy laws (as now or hereafter in effect), (5) file a petition seeking to take advantage of any other law providing for the Borrower shall failrelief of debtors, (6) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under such bankruptcy laws, (7) admit in writing its inabilityinability to pay its debts generally as such debts become due, (8) take any action under the laws of its jurisdiction of organization analogous to payany of the foregoing, or generally not be paying(9) take any requisite action for the purpose of effecting any of the foregoing; (J) a custodian, its debts as they become due; then during liquidator, trustee or receiver is appointed for Holdings, the continuance Borrower or any of their Subsidiaries or for all or a substantial portion of the Property of any Event of Default (other than them, without the application or consent of Holdings or any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal ofsuch Subsidiary, and accrued interest on, is not discharged within 90 days after such appointment; or (K) if any of the Loans Subsidiary Guarantees or the Guarantee of Holdings contained in Section 16.14 hereof shall cease to be in full force and effect or any of Holdings or the Note and all other amounts owing hereunder to be, and the Loans and the Note and Subsidiary Guarantors or any Person acting by or on behalf of either of them shall deny or disaffirm their respective obligations under such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateGuarantees.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) The following shall constitute Events of Default: (1) If Operator shall fail to keep, observe or perform any payment material covenant, agreement, term or provision of principal of the Loans this Agreement to be kept, observed or the Note performed by Operator, and such failure shall not be paid when and as due (whether at maturity, by reason to a refusal on the part of acceleration Lessee to approve the Proposed Annual Plan or otherwise) and in accordance with Lessee’s failure to timely provide funds requested pursuant to the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NoteAgreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure for a period of 30 thirty (30) days after receipt of written notice specifying such failure given by Lessee to Operator, or if Operator due to any act or omission on the part of Operator and without the fault of Lessee, shall fail to maintain the Permits and such failure shall continue for a period of thirty (30) days after written notice specifying such failure given by Lessee to Operator; provided that if such failure is incapable of cure within such thirty (30) day period, then the cure period shall be extended for a period of ninety (90) days provided that Operator commenced the cure during such initial thirty (30) day period and thereafter diligently and continuously pursues the cure thereof to completion; (2) The failure of Operator to pay any amount to Lessee provided for herein for a period of five (5) days after written notice by Lessee of failure to pay such sum when payable; (3) The failure of Lessee to pay any amount to Operator provided for herein for a period of five (5) days after written notice by Operator of failure to pay such sum when payable. If any sum of money is not paid within five (5) days following the date same becomes due and payable under this Agreement, and Operator has advanced such sum on behalf of Lessee, such sum shall bear interest at the Default Rate from the Lenderdate Operator advanced such sum on behalf of Lessee until the date Lessee actually pays such sum. If the failure to pay relates to the Management Fee, such sum shall bear interest at the Default Rate from the date due until the date actually paid; (4) The filing of a voluntary petition in suspension of payments, bankruptcy or insolvency by either Lessee or Operator or any representation entity which owns or warranty contained herein controls such party or therein shall at if any time prove to have been incorrect such party otherwise voluntarily avails itself of any federal or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment state laws for the benefit relief of its creditors, debtors or the Borrower shall fail, or admit admits in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; then during ; (5) The consent to an involuntary petition in bankruptcy or the failure to vacate within sixty (60) days from the date of entry thereof any order approving an involuntary petition by or against either Lessee or Operator; (6) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee or Operator a bankrupt or insolvent or appointing a judicial receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of one hundred twenty (120) consecutive days; (7) The failure of either Lessee or Operator to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of any Event such default for a period of Default thirty (other 30) days after written notice of such failure; (8) If because of any act or omission on the part of Operator, and without the fault of Lessee, either (i) the Franchise Agreement or (ii) any required license for the sale of alcoholic beverages at the Hotel, is at any time suspended, terminated or revoked for a period of more than any Event thirty (30) consecutive days, provided, however, if, at the end of Default specified in clause such thirty (d30) above)day period the cure has not been effectuated notwithstanding Operator's diligent and continuous attempts to cure, then the cure period shall be extended for an additional period of sixty (60) days; (9) Failure by Operator to pay, when due, the Lender may accounts payable for the Hotel for which Lessee had previously reimbursed Operator; (10) If because of a default under the Mortgage not caused by written notice to the Borrower declare, in whole or from time to time in partdefault of Operator under this Agreement, the principal ofMortgage shall be foreclosed, or the Hotel sold in lieu of foreclosure. (11) If Operator commits an act of fraud, criminal conduct, misappropriation of funds, dishonesty or willful misconduct in connection with the management and accrued interest on, operation of the Loans and Hotel. (b) Upon the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified in clause (d) aboveDefault, automatically and without any notice the non-defaulting party shall give to the Borrowerdefaulting party notice of its intention to terminate this Agreement after the expiration of a period of ten (10) days from such date of notice and, upon the expiration of such period, this Agreement shall terminate and expire. In the event such default is not cured, the principal of, and accrued interest on, non-defaulting party may terminate the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateAgreement without payment of any penalty or termination fees.

Events of Default Remedies. If Subject to the terms and provisions hereof, upon the occurrence of any Event of Default, and at any time thereafter during which such Event of Default shall be continuing, the Payee may (a) by notice to the Maker, declare the entire then current unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts then payable hereunder to be forthwith due and payable (provided, however, that if an Event of Default specified in clause (iii) or (iv) of the following paragraph shall occur, the then current unpaid principal amount of this Note, all interest accrued and unpaid hereon and all other amounts then payable hereunder shall automatically become due and payable without the giving of any such notice); and (b) proceed to enforce all other rights and remedies available to the Payee under applicable law. The occurrence of any of the following specified events shall constitute an "EVENT OF DEFAULT" hereunder: (each, an “Event i) the failure to pay within 30 days of Default”) when due any amount of principal or interest hereunder or other amount payable hereunder (provided that the Payee shall have occurred and be continuing for any reason whatsoever provided the Maker with written notice of such failure to pay) (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notea "PAYMENT DEFAULT"); (bii) the Maker shall have failed to perform or observe any payment of interest on the Loans covenant or agreement in this Note or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the NotePledge Agreement, and such default is failure shall not have been cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after of the Maker's receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or(a "PERFORMANCE DEFAULT"); (diii) a case or an involuntary proceeding shall be commenced against or an involuntary petition shall be filed seeking liquidation, reorganization or other relief in respect of the BorrowerMaker or its debts under any federal or state bankruptcy, insolvency, receivership or similar law now or hereafter in effect or the appointment of a receiver, trustee, custodian, or similar official for the Borrower shall commence Maker or for a voluntary substantial part of its assets, and, in any such case, in either case 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; (iv) the Maker shall (A) voluntarily commence, or consent to the commencement of, any proceeding or file any petition seeking liquidation, reorganization or other relief under any Bankruptcy Lawfederal, in each case as state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (B) apply for or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidatortrustee, custodian, trustee or similar official for the like of the Borrower Maker or for all or any a substantial part of its propertyassets, or (C) file an answer admitting the Borrower shall material allegations of a petition filed against it in any such proceeding, (D) make a general assignment for the benefit of its creditors, creditors or (E) take any action for the Borrower purpose of effecting any of the foregoing; and (v) any Senior Payee shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during have accelerated the continuance payment of any Event Senior Indebtedness in excess of Default (other than any $3,000,000; The Maker shall promptly notify the Payee of the occurrence of an Event of Default specified in clause (d) aboveiii), (iv) or (v) of the Lender may by written notice to definition of Event of Default. Following the Borrower declare, in whole or from time to time in part, the principal ofoccurrence of an Event of Default, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and for so long as such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borroweris continuing, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder Maker shall be due and payable to the Lender and the Commitment shall terminatenot make any dividend payments on account of any shares of its capital stock.

Events of Default Remedies. If any of the following events (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) any default shall be made in the payment of any principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, the due date thereof or at a date fixed for prepayment thereof or by reason of acceleration thereof or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any default shall be made in the payment of any interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two daysfailure shall continue unremedied for a period of five Business Days; (c) any representation, warranty or statement made or deemed made in any Loan Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made and, solely to the extent such representation, warranty or statement is capable of being corrected or cured, shall remain incorrect for 30 days after the earlier of (x) the Borrower’s knowledge of such default and (y) receipt by the Borrower of written notice thereof from the Administrative Agent; (d) the Borrower or any Guarantor shall default in the performance fail to observe or observance of perform any other termcovenant, covenant condition or agreement contained hereinin Sections 5.02(a), 5.03 (with respect to the existence of the Borrower) or 5.09 or in Article VI; (e) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section), and such default failure shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the Administrative Agent or any Lender to the Borrower (with a copy to the Administrative Agent in the case of any such notice from a Lender); (f) the Borrower, any Guarantor or any Subsidiary shall fail to make any payment (whether of principal, interest or otherwise) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace period and notices; (g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity, or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable counterparty, to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period) such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, or, in the case of a Hedging Agreement, to terminate any related hedging transaction, in each case prior to its scheduled maturity or termination; provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of, or any representation casualty with respect to, assets securing such Indebtedness, (ii) any prepayment, repurchase, redemption or warranty contained herein defeasance of any Acquisition Indebtedness if the related Acquisition is not consummated, (iii) any Indebtedness that becomes due as a result of a voluntary prepayment, repurchase, redemption or therein shall at defeasance thereof, or any time prove refinancing thereof, permitted under this Agreement, (iv) in the case of any Hedging Agreement, termination events or equivalent events pursuant to have the terms of such Hedging Agreement not arising as a result of a default by the Borrower or any Subsidiary thereunder, (v) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) sole option is to elect, in each case, to convert such Indebtedness into Equity Interests and cash in lieu of fractional shares (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock), (vi) in the case of Indebtedness which the holder thereof may elect to convert into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock), such Indebtedness from and after the date, if any, on which such conversion has been incorrect effected and (vii) any breach or misleading default that is (I) remedied by the Borrower or the applicable Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to any material respect when made; ortermination of the Commitments or the acceleration of Loans pursuant to this Section 7.01(g); (dh) a case or an involuntary proceeding shall be commenced against or an involuntary petition shall be filed seeking (i) liquidation, reorganization, moratorium, winding-up or other relief in respect of the Borrower, Holdings or the Borrower shall commence any Material Subsidiary or its debts, or of a voluntary casesubstantial part of its assets, in either case seeking relief under any Bankruptcy LawUnited States (Federal or state) or foreign bankruptcy, in each case as insolvency, receivership, winding-up or similar law now or hereafter in effect, effect or the Borrower shall apply for, consent to, or fail to contest, (ii) the appointment of a receiver, liquidator, trustee, custodian, trustee sequestrator, conservator or similar official for the like Borrower, Holdings or any Material Subsidiary or for a substantial part of its assets, and, in any such case, 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 Borrower, Holdings or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, winding-up or other relief under any United States (Federal or state) or foreign bankruptcy, insolvency, receivership, winding-up or similar law now or hereafter in effect (other than, in the case of any Subsidiary, a voluntary liquidation or dissolution permitted by Section 6.04(a)(ii)(E)), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in sub-clause (i) above, (iii) apply for or consent to the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or the Borrower shall (v) make a general assignment for the benefit of its creditors, or the Board of Directors (or similar governing body) of the Borrower or any Material Subsidiary (or any committee thereof) shall failadopt any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (i) or clause (h) of this Section; (j) the Borrower, Holdings or any Material Subsidiary shall become unable, admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (k) one or more final judgments for the payment of money in an aggregate amount in excess of $200,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement, with another creditworthy (as reasonably determined by the Borrower) indemnitor, as to which the indemnifying party has not denied liability) shall be rendered against the Borrower, Holdings, any Material Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower, Holdings or any Material Subsidiary to enforce any such judgment; (l) one or more ERISA Events shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; then or (n) any Subsidiary Guaranty, the Holdings Guaranty or any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent obligations that survive the termination of this Agreement), ceases to be in full force and effect other than in accordance with the terms hereof; or the Borrower or any Guarantor contests in writing the validity or enforceability of any Subsidiary Guaranty or the Holdings Guaranty or any material provision of any Loan Document; or the Borrower or any Guarantor denies in writing that it has any or further liability or obligation under any Subsidiary Guaranty or the Holdings Guaranty or any material provision of any Loan Document, or in writing purports to revoke, terminate or rescind any Subsidiary Guaranty or the Holdings Guaranty for any reason other than as expressly permitted hereunder or thereunder; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above)such event, the Lender may Administrative Agent, at the request of the Required Lenders, shall by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, take any or all of the principal offollowing actions, at the same or different times: (A) terminate the Commitments and thereupon the Commitments shall terminate immediately, and accrued interest on, (B) declare the Loans and the Note and all other amounts payable hereunder shall then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to the Lender Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Commitment Borrower hereunder, shall terminateimmediately and automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment The following events shall be deemed to be events of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of default under this Agreement and the Note;Lease: (bi) Any failure by Tenant to pay when due any payment of interest on the Loans Base Rental or the Note shall not be paid when and as due (whether at maturity, other rent payable by reason of acceleration or otherwise) and in accordance with the terms of Tenant to Landlord under this Agreement and the Note, and such default Lease which is not cured within two daysthree (3) days of written notice of non-payment; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure, Section 1161 (hereinafter sometimes referred to as a “Monetary Default”); (cii) the Borrower shall default in the performance or observance of Any failure by Tenant (other than a Monetary Default) to comply with any other term, provision or covenant or agreement contained hereinof this Lease, which failure is not cured within ten (10) days after delivery to Tenant of notice of the occurrence of such failure; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure, Section 1161 and provided further that, if the nature of Tenant’s default is such that more than ten (10) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant shall continue without commence such cure for a within said ten (10) day period of 30 and thereafter diligently prosecute such cure to completion, which completion shall occur not later than sixty (60) days after receipt of written notice thereof from the Lenderdate of such notice from Landlord; (iii) Tenant or any Guarantor shall become insolvent, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general transfer in fraud of creditors, or shall commit an act of bankruptcy or shall make an assignment for the benefit of its creditors, or the Borrower Tenant or any Guarantor shall fail, or admit in writing its inability, inability to pay, or generally not be paying, pay its debts as they become due; (iv) Tenant or any Guarantor shall file a petition under any section or chapter of the United States Bankruptcy Code, as amended, pertaining to bankruptcy, or under any similar law or statute of the United States or any State thereof, or Tenant or any Guarantor shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or any Guarantor thereunder; then during or a petition or answer proposing the continuance adjudication of Tenant or any Guarantor as a bankrupt or its reorganization under any present or future federal or state bankruptcy or similar law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; (v) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any Guarantor or of the Premises or of any Event of Default Tenant’s property located thereon in any proceeding brought by Tenant or any Guarantor, or any such receiver or trustee shall be appointed in any proceeding brought against Tenant or any Guarantor and shall not be discharged within sixty (60) days after such appointment or Tenant or such Guarantor shall consent to or acquiesce in such appointment; (vi) The leasehold estate hereunder shall be taken on execution or other process of law in any action against Tenant; (vii) Tenant shall abandon or vacate any substantial portion of the Premises without the prior written permission of Landlord. If Tenant or any other person acting on Tenant’s behalf has removed, is removing or has made preparations to remove (other than in the normal course of business) goods, equipment, fixtures or other property from the Premises in amounts substantial enough to indicate a probable intent to abandon or vacate the Premises without the prior written permission of Landlord, Tenant’s abandonment of the Premises shall be deemed conclusively established for all purposes; (viii) Tenant shall fail to take possession of and occupy the Premises within thirty (30) days following the Commencement Date and thereafter conduct its operations in the Premises for the Permitted Use as set forth in Paragraph 4 hereof; (ix) The liquidation, termination, dissolution, forfeiture of right to do business or death of Tenant or any Event Guarantor. (b) Upon the occurrence of Default specified any event or events of default under this Lease, whether enumerated in clause this Paragraph or not, in addition to all other remedies that may be available to Landlord at law or in equity, Landlord shall have the option to pursue any one or more of the following remedies without any notice (dexcept as expressly prescribed herein) above)or demand for possession whatsoever (and without limiting the generality of the foregoing, the Lender may except as otherwise expressly provided in this Lease, Tenant hereby specifically waives notice and demand for payment of rent or other obligations due and waives any and all other notices or demand requirements imposed by applicable law): (i) Terminate this Lease upon written notice to the Borrower declareTenant, in whole or which event Landlord may recover from Tenant: (1) the worth at the time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of award of any Event unpaid rent which had been earned at the time of Default specified such termination; plus (2) the worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (3) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which, in clause the ordinary course of things, would be likely to result therefrom including, but not limited to: unamortized tenant improvement costs; attorneys’ fees; brokers’ commissions; the costs of refurbishment, alterations, renovation and repair of the Premises; and removal (dincluding the repair of any damage caused by such removal) and storage (or disposal) of Tenant’s personal property, equipment, fixtures, Tenant alterations, tenant improvements and any other items which Tenant is required under this Lease to remove but does not remove. As used in Paragraph 24(b)(i)(1) and 24(b)(i)(2) above, automatically the “worth at the time of award” is computed by allowing interest at the Default Rate set forth in Paragraph 1. As used in Paragraph 24(b)(i)(3) above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). If Landlord notifies Tenant of its election to terminate this Lease, Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises upon termination of the Lease hereunder, Landlord may without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying said Premises, or any part thereof, by force, if necessary, without being liable for prosecution or any claim of damages therefor, and Tenant hereby agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, specifically including but not limited to all Costs of Reletting (hereinafter defined) and any deficiency that may arise by reason of any reletting. (ii) Without terminating this Lease, enter upon and take possession of the Premises and expel or remove Tenant or any other person who may be occupying said Premises, or any part thereof, by force, if necessary, without having any civil or criminal liability therefor and without terminating this Lease. Landlord may (but shall be under no obligation to) relet the Premises or any part thereof for the account of Tenant, in the name of Tenant or Landlord or otherwise, without notice to Tenant for such term or terms which may be greater or less than the Borrowerperiod which would otherwise have constituted the balance of the Lease Term and on such conditions (which may include concessions or free rent) and for such uses as Landlord in its absolute discretion may determine, and Landlord may collect and receive any rents payable by reason of such reletting. Tenant agrees to pay Landlord on demand all Costs of Reletting and any deficiency that may arise by reason of such reletting. Landlord shall not be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. No such re-entry or taking of possession of the Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of such termination is given to Tenant. If Landlord elects to terminate Tenant’s right to possession of the Premises without terminating this Lease, Tenant shall continue to be liable for all rent and Landlord shall use reasonable efforts to relet the Premises or any part thereof to a substitute tenant or tenants for a period of time equal to or lesser or greater than the remainder of the Term on whatever terms and conditions Landlord, in Landlord’s good faith discretion, deems advisable. For purposes hereof, Landlord shall be deemed to have used “reasonable efforts” to relet if Landlord places its customary “For Lease” sign within the Premises and places the Premises for lease with a reputable broker. In no event shall Landlord be obligated to lease the Premises in priority to other space within the Building. (iii) Enter upon the Premises, by force, if necessary, without having any civil or criminal liability therefor, and do whatever Tenant is obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on demand for any expense which Landlord may incur in thus affecting compliance with Tenant’s obligations under this Lease together with interest at the Default Rate and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise. (iv) Continue this Lease in full force and effect, whether or not Tenant shall have abandoned the Premises. The foregoing remedy shall also be available to Landlord pursuant to California Civil Code Section 1951.4, and any successor statute thereof, in the event Tenant has abandoned the Premises. If Landlord elects to continue this Lease in full force and effect pursuant to this Paragraph 24(b)(iv), then Landlord shall be entitled to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due. Landlord’s election not to terminate this Lease pursuant to this Paragraph 24(b)(iv) or pursuant to any other provision of this Lease, at law or in equity, shall not preclude Landlord from subsequently electing to terminate this Lease or pursuing any of its other remedies. In order to regain possession of the Premises and to deny Tenant access thereto, Landlord or its agent may, at the expense and liability of the Tenant, alter or change any or all locks or other security devices controlling access to the Premises without posting or giving notice of any kind to Tenant. Landlord shall have no obligation to provide Tenant a key or grant Tenant access to the Premises so long as Tenant is in default under this Lease. Tenant shall not be entitled to recover possession of the Premises, terminate this Lease, or recover any actual, incidental, consequential, punitive, statutory or other damages or award of attorneys’ fees, by reason of Landlord’s alteration or change of any lock or other security device and the resulting exclusion from the Premises of the Tenant or Tenant’s agents, servants, employees, customers, licensees, invitees or any other persons from the Premises. Landlord may, without notice, remove and either dispose of or store, at Tenant’s expense, any property belonging to Tenant that remains in the Premises after Landlord has regained possession thereof. (c) For purposes of this Lease, the principal ofterm “Costs of Reletting” shall mean all costs and expenses incurred by Landlord in connection with the reletting of the Premises, including without limitation the cost of cleaning, renovation, repairs, decoration and accrued interest onalteration of the Premises for a new tenant or tenants, advertisement, marketing, brokerage and legal fees, the Loans cost of protecting or caring for the Premises while vacant, the cost of removing and storing any property located on the Premises, any increase in insurance premiums caused by the vacancy of the Premises and any other out-of-pocket expenses incurred by Landlord including tenant inducements such as the cost of moving the new tenant or tenants and the Note and all other amounts payable hereunder shall be due and payable to cost of assuming any portion of the Lender and existing lease(s) of the Commitment shall terminatenew tenant(s).

Events of Default Remedies. If any of the following events (eachshall occur, an “Event of Default”) then the Agent shall have occurred and be continuing for any reason whatsoever (whether voluntary at the request, or involuntarymay with the consent, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due Majority Banks, (whether at maturity, i) by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, declare the principal ofCommitment of each Bank and the several obligations of each Bank to make Loans hereunder and participate in Letters of Credit (and of the Issuing Bank to issue Letters of Credit) to be terminated, whereupon the same shall forthwith terminate, (ii) declare the Notes and all interest accrued interest onand unpaid thereon, the Loans and the Note Unpaid Drawings and all other amounts payable hereunder under the Notes and this Agreement, to be forthwith due and payable, whereupon the Notes, all such interest and all such other amounts, shall become and be forthwith due and payable without presentment, demand, protest, or further notice of any kind (including, without limitation, notice of default, notice of intent to accelerate and notice of acceleration), all of which are hereby expressly waived by the Lender Borrower, (iii) terminate any Letter of Credit providing for such termination by sending a notice of termination as provided therein and (iv) direct the Borrower to take any action required by Section 11.16; provided, however, that with respect to any Event of Default described in Section 11.6 or 11.7 hereof, (A) the Commitment of each Bank and the Commitment several obligations of each Bank to make Loans hereunder and participate in Letters of Credit (and of the Issuing Bank to issue Letters of Credit) shall terminateautomatically be terminated and (B) the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon, the Unpaid Drawings and all such other amounts payable under the Notes and this Agreement, shall automatically become immediately due and payable, without presentment, demand, protest, or any notice of any kind (including, without limitation, notice of default, notice of intent to accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower.

Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise): (a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; (b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply forapplyfor, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.

Events of Default Remedies. If any (a) Each of the following events (each, shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):” under this Agreement: (ai) Seller or Guarantor shall fail to repurchase (A) Purchased Assets upon the applicable Repurchase Date or (B) a Purchased Asset that is no longer an Eligible Asset in accordance with Article 12(c); (ii) Buyer shall fail to receive on any payment of principal Remittance Date the accreted value of the Loans Price Differential (less any amount of such Price Differential previously paid by Seller to Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Note Purchased Assets is insufficient to make such payment and Seller does not make such payment or cause such payment to be made) (except that such failure shall not be paid when an Event of Default by Seller if sufficient Income, including Principal Proceeds which would otherwise be remitted to Seller pursuant to Article 5 of this Agreement, is on deposit in the Depository Account and as due the Depository fails to remit such funds to Buyer); (whether at maturityiii) Seller or Guarantor shall fail to cure any Margin Deficit, by reason of acceleration to the extent such Margin Deficit equals or otherwise) and exceeds the Minimum Transfer Amount, in accordance with Article 4 of this Agreement; (iv) Seller or Guarantor shall fail to make any payment not otherwise addressed under this Article 12(a) owing to Buyer that has become due, whether by acceleration or otherwise under the terms of this Agreement, the Pledge Agreement, the Guarantee Agreement and the Noteor any other Transaction Document, which failure is not remedied within five (5) Business Days of notice thereof; (bv) Seller shall default in the observance or performance of its obligation in Article 7(c) or any payment of interest on the Loans agreement contained in Articles 10 or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms 11 of this Agreement and such default shall not be cured within five (5) Business Days after notice by Buyer to Seller thereof; (vi) an Act of Insolvency occurs with respect to Seller or Guarantor; (vii) any employee with a title equivalent or more senior to that of “Senior Vice President” of Seller or Guarantor shall admit in writing to any Person in an external communication (whether electronic or otherwise) its inability to, or its intention not to, perform any of its material obligations hereunder; (viii) the NoteCustodial Agreement, the Depository Agreement, the Pledge Agreement, the Guarantee Agreement or any other Transaction Document or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by Seller; (ix) Seller or Guarantor shall be in default under (A) any Indebtedness of Seller or Guarantor, as applicable, which default (1) involves the failure to pay a matured obligation in excess of $250,000, with respect to Seller or $15,000,000, with respect to Guarantor or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness, if the aggregate amount of the Indebtedness in respect of which such default or defaults shall have occurred is at least $250,000, with respect to Seller or $15,000,000, with respect to Guarantor; or (B) any other material contract to which Seller or Guarantor is a party, which default (1) involves the failure to pay a matured obligation if the aggregate amount of such obligation is greater than $250,000 with respect to Seller or $15,000,000 with respect to Guarantor, or (2) permits the acceleration of the maturity of obligations by any other party to or beneficiary of such contract if the aggregate amount of such obligations is greater than $250,000, with respect to Seller or $15,000,000, with respect to Guarantor; (x) Seller or Guarantor shall be in default under any Indebtedness of Seller or Guarantor, as applicable, to Buyer or any of its present or future Affiliates, which default (A) involves the failure to pay a matured obligation, or (B) permits the acceleration of the maturity of obligations by any other party to or beneficiary with respect to such Indebtedness; (xi) (A) Seller or an ERISA Affiliate shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Seller or any ERISA Affiliate, (C) a “Reportable Event” (as referenced in Section 4043(b)(3) of ERISA) 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 Plan, which Reportable Event (as so defined) or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Buyer, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, (E) Seller or any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan or (F) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (A) through (F) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; (xii) either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Assets, and such default condition is not cured by Seller within two daysthree (3) Business Days after notice thereof from Buyer to Seller, or (B) if a Transaction is recharacterized as a secured financing, and the Transaction Documents with respect to any Transaction shall for any reason cease to create and maintain a valid first priority security interest in favor of Buyer in any of the Purchased Assets; (cxiii) an “Event of Default,” “Termination Event,” “Potential Event of Default” or other default or breach, however defined therein, occurs under any Hedging Transaction on the Borrower part of Seller, or the counterparty to Seller on any such Hedging Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge Counterparty, that is otherwise not cured within any applicable cure period thereunder or, if no cure period exists thereunder, which is not cured by Seller within three (3) Business Days after notice thereof from an Affiliated Hedge Counterparty or Qualified Hedge Counterparty to Seller; (xiv) any governmental, regulatory, or self-regulatory authority shall default have taken any action to suspend or terminate the rights, privileges, or operations of Seller, which suspension has a Material Adverse Effect in the performance or observance determination of Buyer; (xv) any other termrepresentation (other than the representations and warranties of Seller set forth in Exhibit VI and Article 9(b)(viii)(D), covenant which shall not be considered an Event of Default if incorrect or agreement contained herein, untrue in any material respect) made by Seller to Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and such default shall continue without cure incorrect or untrue representation exists and continues unremedied for a period of 30 ten (10) calendar days after the earlier of receipt of written notice thereof from Buyer or Seller’s Knowledge of such incorrect or untrue representation; (xvi) a final non-appealable judgment by any competent court in the LenderUnited States of America for the payment of money (A) rendered against Seller in an amount greater than $250,000 or (B) rendered against Guarantor in an amount greater than $15,000,000, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means reasonably acceptable to Buyer; (xvii) if Seller shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within the earlier of five (5) Business Days after (a) delivery of notice thereof to Seller by Buyer, or (b) Knowledge on the part of Seller of such breach or failure to perform; provided, that, if Buyer determines, in its sole discretion, that any representation such breach is capable of being cured and Seller is diligently and continuously pursuing such a cure in good faith but is not able to do so on a timely basis, Seller shall have an additional period of time, not to exceed thirty (30) additional days, within which to complete such cure; provided further, that such additional 30-day period shall not apply to any breach of or warranty contained herein other failure to comply with the terms of Article 10(k) of this Agreement; (xviii) the Guarantee Agreement or therein a replacement therefor acceptable to Buyer shall at for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by Guarantor or Seller; and (xix) the breach by Guarantor of any time material term or condition set forth in the Guarantee Agreement or of any representation, warranty, certification or covenant made or deemed made in the Guarantee Agreement by Guarantor or if any certificate furnished by Guarantor to Buyer pursuant to the provisions hereof or thereof or any information with respect to the Purchased Assets furnished in writing on behalf of Guarantor shall prove to have been incorrect false or misleading in any material respect when madeas of the time made or furnished; orprovided, however, that any such default, failure to perform or breach shall not constitute an Event of Default if Guarantor cures such default or failure to perform, as the case may be, within the grace notice and/or cure period, if any, provided under the applicable agreement. (db) a case or proceeding shall be commenced against After the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then occurrence and during the continuance of an Event of Default, Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. If an Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing with respect to Seller, the Lender may following rights and remedies shall be available to Buyer: (i) At the option of Buyer, exercised by written notice to Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the Borrower declareoccurrence of an Act of Insolvency with respect to Seller or Guarantor), the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (the date on which such option is exercised or deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase Date”). (ii) If Buyer exercises or is deemed to have exercised the option referred to in whole Article 12(b)(i) of this Agreement: (A) Seller’s obligations hereunder to repurchase all Purchased Assets shall become immediately due and payable on and as of the Accelerated Repurchase Date; and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each Transaction (determined as of the Accelerated Repurchase Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Repurchase Date to but excluding the date of payment of the Repurchase Price (as so increased), (x) the Pricing Rate for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time in part, the principal ofpursuant to Article 5 of this Agreement and applied to such Repurchase Price, and accrued interest on(II) any amounts applied to the Repurchase Price pursuant to Article 12(b)(iii) of this Agreement); and (C) the Custodian shall, upon the Loans request of Buyer, deliver to Buyer all instruments, certificates and other documents then held by the Note Custodian relating to the Purchased Assets. (iii) Upon the occurrence and during the continuance of an Event of Default with respect to Seller, Buyer may (A) immediately sell on a servicing released basis, at a public or private sale in a commercially reasonable manner and at such price or prices as Buyer may deem satisfactory any or all of the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets, to give Seller credit for such Purchased Assets in an amount equal to the Market Value of such Purchased Assets against the aggregate unpaid Repurchase Price for such Purchased Assets and any other amounts owing hereunder to be, and by Seller under the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the LenderTransaction Documents. During the continuance The proceeds of any Event disposition of Default specified in clause (d) above, automatically and without any notice Purchased Assets effected pursuant to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.this

Events of Default Remedies. If any of the following events (each, an “Event Events of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):occur: (a) any payment of Borrower shall fail to pay any principal of the Loans or the Note shall not be paid any Loan when and as the same shall become due (and payable, whether at maturity, by reason of acceleration the due date thereof or at a date fixed for prepayment thereof or otherwise) ; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and in accordance as the same shall become due and payable, and such failure with the terms respect to such reimbursement obligations shall continue unremedied for a period of this Agreement and the Notethree days; (b) any payment of Borrower shall fail to pay any interest on the Loans any Loan or the Note shall not be paid any fee or any other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notepayable, and such default is not cured within two failure shall continue unremedied for a period of five days; (c) the any representation, warranty or certification made or deemed made by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove to have been materially inaccurate when made or deemed made; (d) any Borrower shall default in the performance fail to observe or observance of perform any other termcovenant, covenant condition or agreement contained hereinin Sections 5.02(a) or in Article VI or in Article VII of this Agreement; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such default failure shall continue without cure unremedied for a period of 30 days after receipt of written notice thereof from the LenderAdministrative Agent to the Parent Borrower; (f) any Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period or any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable grace period, 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 any representation to require the prepayment, repurchase, redemption or warranty contained herein defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or therein shall at any time prove to have been incorrect condemnation event) of the property or misleading in any material respect when made; orassets securing such Indebtedness or (ii) Guarantees of Indebtedness that are satisfied promptly on demand; (dg) a case or an involuntary proceeding shall be commenced against the Borroweror an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower shall commence or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a voluntary substantial part of its assets, and, in any such case, in either case such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Bankruptcy LawFederal, in each case as state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, or (ii) consent to the Borrower shall apply for, consent toinstitution of, or fail to contestcontest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, liquidatortrustee, custodian, trustee sequestrator, conservator or the like of the similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for all or any a substantial part of its propertyassets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or the Borrower shall (v) make a general assignment for the benefit of its creditors; (i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, or the Borrower shall fail, or admit in writing its inability, inability or fail generally to pay, or generally not be paying, pay its debts as they become due; (j) one or more judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance as to which the insurer has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of a pending appeal or otherwise is not in effect; (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; then and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; (l) other than with respect to items of Collateral not exceeding $5,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except (i) as a result of the Disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; (m) any of the Guaranty Agreement (other than in respect of an Immaterial Subsidiary), the Security Agreement or the Canadian Security Agreement (other than the Security Agreement or the Canadian Security Agreement in respect of Collateral not exceeding $5,000,000 in the aggregate) shall for any reason cease to be in full force and effect and valid, binding and enforceable in accordance with its terms after its date of execution, or any Borrower or any other Loan Party shall so state in writing; or (n) a Change in Control shall occur; then, and in every such event (other than an event with respect to any Borrower described in clause (g) or (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower; and in case of any event with respect to any Borrower described in clause (g) or (h) of this Section 8.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default (other than any Event of Default specified in clause (d) above)shall occur and be continuing, the Lender Administrative Agent may (and if directed by written notice the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Borrower declareAdministrative Agent, for the benefit of the Secured Parties, to secure payment and performance of the Obligations in whole or from time to time in part, accordance with the principal of, terms of the Loan Documents and accrued interest on, the Loans and the Note exercise any and all other amounts owing hereunder to berights and remedies afforded by applicable law, and by any of the Loans and the Note and such other amounts shall thereupon and to that extent becomeLoan Documents, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) aboveby equity, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminateor otherwise.

Events of Default Remedies. If any Each of the following events (each, after any applicable grace or cure periods shall constitute an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):"EVENT OF DEFAULT" hereunder: (a) if (i) any installment of interest is not paid within five (5) days after the same is due, (ii) the entire Indebtedness is not paid on or before the Maturity Date (or if the Maturity Date has been accelerated, upon such acceleration), or (iii) any other payment of principal of or charge due under the Loans Note, this Mortgage or the Note shall any other Loan Documents is not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Notedue; (b) if any payment of Taxes payable directly to the billing authority by Mortgagor are not paid before interest becomes payable on the Loans amount due or a penalty is assessed (provided that the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms foregoing provisions of this Agreement and clause (b) shall be subject to the Noteright to contest Taxes granted to Mortgagor in PARAGRAPH 4(b) of this Mortgage, and such default is not cured within two daysbut only for so long as the conditions in PARAGRAPH 4(b) of this Mortgage remain satisfied); (c) if the Borrower Policies are not kept in full force and effect and are not delivered to Mortgagee when required hereunder, or if the Policies are not delivered to Mortgagee within ten (10) days after written request by Mortgagee; (d) if any of the provisions of PARAGRAPHS 7, 9, 19 or 39 herein are violated or not complied with; (e) if any of the events described in PARAGRAPH 41 shall default occur; (f) if at any time any representation or warranty of Mortgagor or any Guarantor made herein or in any guaranty, agreement, certificate, report, affidavit, owner's Loan No. 6518291 affidavit, financial statement or other instrument furnished to Mortgagee shall be materially false or misleading in any respect; (g) if any mortgagee under a mortgage on the Mortgaged Property, whether superior or subordinate to this Mortgage (i) demands payment in full or otherwise accelerates any indebtedness of Mortgagor or (ii) otherwise commences the exercise of any remedy available to such party under any Loan Document; (h) if Mortgagor fails to cure promptly any violation of any law or ordinance affecting the Mortgaged Property (provided that the foregoing provisions of this clause (h) shall be subject to any right to contest such violation specifically granted to Mortgagor in PARAGRAPH 8 of this Mortgage); (i) if any Guaranty (as hereinafter defined) is terminated or any event or condition occurs which, in the performance or observance sole judgment of Mortgagee, may impair the ability of any Guarantor to perform its obligations under any Guaranty or any Guarantor attempts to withdraw, cancel or disclaim any Guaranty; (j) if a default by Mortgagor under any of the other termterms, covenant covenants or agreement contained hereinconditions of the Note, this Mortgage or any other Loan Document shall occur and such default shall continue without not have been cured within thirty (30) days after notice from Mortgagee, provided that if such default is not susceptible of being cured within such thirty (30) day period and Mortgagor shall have commenced the cure of such default within such thirty (30) day period and thereafter diligently pursues such cure to completion, then such thirty (30) day period shall be extended for a period of 30 ninety (90) days after receipt of written notice thereof from the Lenderoccurrence of the default, provided, further, that the notice and grace period set forth in this subparagraph (j) shall not apply to any other Event of Default expressly set forth in this PARAGRAPH 20 or to any other Event of Default defined as such in any other Loan Document or to any other covenant or condition with respect to which a grace period is expressly provided elsewhere; or (k) if any of the provisions of PARAGRAPHS 42(d) and/or PARAGRAPH 42(f) are violated or not complied with, and/or if any representation or warranty contained herein or therein in PARAGRAPH 42(b) and/or 42(c) shall at any time prove to have been incorrect false or misleading in any material respect when made; or (d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under and/or if any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or events described in PARAGRAPH 42(e) shall occur. Upon the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance occurrence of any Event of Default (other than any Event of Default specified in clause (d) above)Default, the Lender may by written notice to Indebtedness shall immediately become due at the Borrower declare, in whole or from time to time in part, option of Mortgagee. Upon the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance occurrence of any Event of Default specified Default, Mortgagor shall pay interest on the entire unpaid principal balance of the Note, as defined in clause (d) aboveand provided for in the Note. Upon the occurrence of any Event of Default, automatically and without any notice Mortgagee may, to the Borrowerextent permitted under applicable law, elect to treat the principal offixtures included in the Mortgaged Property either as real property or as personal property, or both, and accrued interest onproceed to exercise such rights as apply thereto. With respect to any sale of real property included in the Mortgaged Property made under the powers of sale herein granted and conferred, the Loans and the Note and all other amounts payable hereunder shall be due and payable Mortgagee may, to the Lender extent Loan No. 6518291 permitted by applicable law, include in such sale any fixtures included in the Mortgaged Property and the Commitment shall terminaterelating to such real property.

Events of Default Remedies. If any of the The following events (each, shall each constitute an “"Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):" hereunder: ---------------- (a) Debtor shall fail to pay any payment of principal of Obligation within 10 days after the Loans or the Note shall not be paid when and as same becomes due (whether at the stated maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note; ); (b) any payment of interest on the Loans representation or the Note shall not be paid when and as due (whether at maturity, warranty made by reason of acceleration or otherwise) and Debtor in accordance with the terms of this Agreement and or in any document, certificate or financial or other statement now or hereafter furnished by Debtor in connection with this Agreement or any Loan shall at any time prove to be untrue or misleading in any material respect as of the Notetime when made; (c) Debtor shall fail to observe any covenant, condition or agreement contained in Sections 5.A(11) or 5.B hereof or in paragraphs 4(b) or 7 of Rider A; (d) Debtor shall fail to observe or perform in any material respect any other covenant or condition contained in this Agreement, and such default is not cured within two days; (c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default failure shall continue without cure unremedied for a period of 30 days after receipt the earlier of written the date on which Debtor obtains knowledge of such failure or the date on which notice thereof from shall be given by CIT to Debtor; (e) Debtor or any affiliate of Debtor shall default in the Lenderpayment of, or other performance under, any representation obligation for payment or warranty contained herein lease (whether or therein shall at not capitalized) or any time prove guarantee (i) to have been incorrect CIT or misleading any affiliate of CIT beyond the period of grace, if any, provided with respect thereto, or (ii) to any Person beyond the period of grace, if any, provided with respect thereto, where such obligation or amount guaranteed is in any material respect when madeexcess of $2,000,000.00; or or (df) a case complaint in bankruptcy or proceeding shall be commenced against the Borrower, for arrangement or the Borrower shall commence a voluntary case, in either case seeking reorganization or for relief under any Bankruptcy Law, insolvency law is filed by or against Debtor (and when filed against Debtor is in each case as now effect for 60 days) or hereafter in effect, or the Borrower shall apply for, consent to, or fail Debtor admits its inability to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, pay its debts as they become due; then during the continuance of any mature. If an Event of Default shall occur, CIT may, by notice of default given to Debtor, do any one or more of the following: (other than any Event of Default specified in clause a) terminate the Commitment and/or (db) above)declare the Notes to be due and payable, the Lender may by written notice to the Borrower declare, in whole or from time to time in part, whereupon the principal ofamount of the Notes, and together with accrued interest on, the Loans and the Note thereon and all other amounts owing hereunder to be, under this Agreement and the Loans and the Note and such other amounts Notes, shall thereupon and to that extent become, become immediately due and payable to without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived (and in the Lender. During the continuance case of any Event of Default specified in clause (df) aboveof the above paragraph, automatically and such acceleration of the Notes shall be automatic, without any notice by CIT). In addition, if an Event of Default shall occur and be continuing, CIT may exercise all other rights and remedies available to it, whether under this Agreement, under any other instrument or agreement securing, evidencing or relating to the BorrowerObligations, under the Code, or otherwise available at law or in equity. Without limiting the generality of the foregoing, Debtor agrees that in any such event, CIT, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Debtor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith do any one or more of the following: collect, receive, appropriate and realize upon the Collateral or any part thereof, and sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, the principal ofCollateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales at such places and at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. CIT shall have the right upon any such public sale or sales, and accrued interest onto the extent permitted by law, upon any such private sale or sales, to purchase the Loans whole or any part of the Collateral so sold, free of any right or equity of redemption of Debtor, which right or equity is hereby expressly released. Debtor further agrees, at CIT's request, to assemble (at Debtor's expense) the Collateral and make it available to CIT at such places which CIT shall select, whether at Debtor's premises or elsewhere. CIT shall apply the Note net proceeds of any such collection, recovery, receipt, appropriation, realization or sale (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all other amounts payable hereunder of the Collateral or in any way relating to the rights of CIT hereunder, including reasonable attorney's fees and legal expenses) to the payment in whole or in part of the Obligations, in such order as CIT may elect. Debtor agrees that CIT need not give more than 10 days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Debtor shall be due liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which CIT is entitled. Debtor agrees to pay all costs of CIT, including reasonable attorneys' fees, incurred with respect to collection of any of the Obligations and payable to enforcement of any of CIT's rights hereunder. To the Lender and the Commitment shall terminateextent permitted by law, Debtor hereby waives presentment, demand, protest or any notice (except as expressly provided in this Section 6) of any kind in connection with this Agreement or any Collateral.